AMENDED AND RESTATED MAUI LAND & PINEAPPLE COMPANY, INC. CHANGE-IN-CONTROL SEVERANCE AGREEMENT (Vice Presidents) Scott A. Crockford, Vice President/Retail PropertyMaui Land & Pineapple Co Inc • March 26th, 1999 • Canned, fruits, veg, preserves, jams & jellies
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT This Third Amendment to the Note Purchase Agreement (this "Amendment") is issued as of March 31, 1997, to Maui Land & Pineapple Company, Inc. ("Company") by John Hancock Mutual Life Insurance Company ("John...Note Purchase Agreement • May 14th, 1997 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
AMENDED AND RESTATED MAUI LAND & PINEAPPLE COMPANY, INC. EXECUTIVE CHANGE-IN- CONTROL SEVERANCE AGREEMENT (President/CEO and Executive Vice Presidents) Donald A. Young, Executive Vice President/Resort ARTICLE I. ESTABLISHMENT AND PURPOSE.Maui Land & Pineapple Co Inc • March 26th, 1999 • Canned, fruits, veg, preserves, jams & jellies
KAPALUA BAY HOTEL & VILLAS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement • August 13th, 2004 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies
SUPPLEMENTAL AGREEMENT THIS SUPPLEMENTAL AGREEMENT (the "Agreement") entered into as of the 15th day of February, 1996 (the "Effective Date"), by and between MAUI HOTELS ("Ritz-Carlton") a Georgia Limited Partnership, KAPALUA INVESTMENT CORP....Supplemental Agreement • March 29th, 1996 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
LOAN MODIFICATION AGREEMENT (December 2002) THIS LOAN MODIFICATION AGREEMENT is made as of December 31, 2002 (the "Effective Date"), by and among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation, hereinafter called the "Borrower", and BANK OF...Loan Modification Agreement • March 26th, 2003 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies
RECITALSTerm Loan Agreement • August 13th, 2004 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • California
MAUI LAND & PINEAPPLE COMPANY, INC. EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT Gary L. Gifford President/CEO ARTICLE I. ESTABLISHMENT AND PURPOSE.Maui Land & Pineapple Co Inc • March 26th, 1998 • Canned, fruits, veg, preserves, jams & jellies
Date)Maui Land & Pineapple Co Inc • August 13th, 2003 • Canned, fruits, veg, preserves, jams & jellies
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into in Honolulu, Hawaii, effective as of the 6th day of October 2003, by and between MAUI LAND & PINEAPPLE COMPANY, INC. ("Company" or "MLP"), a Hawaii corporation,...Employment Agreement • March 25th, 2004 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2008 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2008, by and among Maui Land & Pineapple Company, Inc., a Hawaiian corporation, with headquarters located at P.O. Box 187, Kahului, Maui, Hawaii 96733-6687 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 9, 2009 by and among MAUI LAND & PINEAPPLE COMPANY, INC., as Borrower,Credit Agreement • November 4th, 2009 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 9, 2009 by and among MAUI LAND & PINEAPPLE COMPANY, INC., a corporation formed under the laws of the State of Hawaii (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”).
SECOND LOAN MODIFICATION AGREEMENT (March 2003) THIS SECOND LOAN MODIFICATION AGREEMENT is dated as of March 21, 2003, by and among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation, hereinafter called the "Borrower", and BANK OF HAWAII, a...Second Loan Modification Agreement • March 26th, 2003 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into as of August 6, 2004, by and among YCP KAPALUA L.P., a...Purchase and Sale Agreement and Joint Escrow Instructions • November 12th, 2004 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies
MAUI LAND & PINEAPPLE COMPANY, INC. EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT Donald A. Young Executive Vice President/Resort ARTICLE I. ESTABLISHMENT AND PURPOSE.Maui Land & Pineapple Co Inc • March 26th, 1998 • Canned, fruits, veg, preserves, jams & jellies
THIRD LOAN MODIFICATION AGREEMENT THIS THIRD LOAN MODIFICATION AGREEMENT ("Agreement") is dated as of August 11, 2003, by and among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation, hereinafter called the "Borrower", and BANK OF HAWAII, a...Third Loan Modification Agreement • August 13th, 2003 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies
FIRST LOAN MODIFICATION AGREEMENTFirst Loan Modification Agreement • March 26th, 1998 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
FOURTH LOAN MODIFICATION AGREEMENT THIS FOURTH LOAN MODIFICATION AGREEMENT ("this Agreement") is dated as of December 31, 2003, by and among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation, hereinafter called the "Borrower", and BANK OF...Fourth Loan Modification Agreement • March 25th, 2004 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies
LOAN AGREEMENTLoan Agreement • May 14th, 1997 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • California
THIRD AMENDMENT OF HOTEL GROUND LEASE THIS THIRD AMENDMENT OF HOTEL GROUND LEASE (the "Amendment") is dated and effective as of September 5, 1996 and made by and between MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation ("Lessor"), whose...Maui Land & Pineapple Co Inc • November 12th, 1996 • Canned, fruits, veg, preserves, jams & jellies
AMENDMENT RELATING TO OFF-SITE LOAN THIS AMENDMENT RELATING TO OFF-SITE LOAN dated January 9, 1996, but effective as of January 1, 1995 and is made by and between MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation (the "Borrower") having an...Maui Land & Pineapple Co Inc • March 29th, 1996 • Canned, fruits, veg, preserves, jams & jellies
SECOND AMENDED AND RESTATED HOTEL GROUND LEASE (THE RITZ-CARLTON, KAPALUA)Maui Land & Pineapple Co Inc • March 23rd, 2001 • Canned, fruits, veg, preserves, jams & jellies
MAUI LAND & PINEAPPLE COMPANY, INC. STOCK OPTION AGREEMENT FOR DAVID COLE Agreement dated October 6, 2003 between Maui Land & Pineapple Company, Inc., a Hawaii corporation ("Company"), whose principal place of business is in the State of Hawaii, and...Stock Option Agreement • March 25th, 2004 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
MAUI LAND & PINEAPPLE COMPANY, INC. EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT Douglas R. Schenk Executive Vice President/Pineapple ARTICLE I. ESTABLISHMENT AND PURPOSE.Maui Land & Pineapple Co Inc • March 26th, 1998 • Canned, fruits, veg, preserves, jams & jellies
TERM LOAN AGREEMENTTerm Loan Agreement • August 16th, 1999 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • California
February 13, 2004 Mr. Paul J. Meyer 240 Hoopalua Drive Pukalani, HI 96768 Re: Employment Separation Agreement Dear Paul: Based on our discussions, this letter sets forth the terms and conditions regarding your separation from Maui Land & Pineapple...Maui Land & Pineapple Co Inc • May 11th, 2004 • Canned, fruits, veg, preserves, jams & jellies • Hawaii
FIRST MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTALS securing Adjustable Interest Rate LoanMaui Land & Pineapple Co Inc • March 29th, 1996 • Canned, fruits, veg, preserves, jams & jellies • Hawaii
Tax Map Key No.: (2) 4-3-3-109 MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT This Mortgage, Security Agreement and Financing Statement ("Mortgage"), dated Nov. 27 , 1996, is made by MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corpora- tion,...Mortgage, Security Agreement and Financing Statement • March 26th, 1997 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies
D) Neither the Borrower nor any Subsidiary will make any Capital Expenditures or any Investments, or both, in any of the fiscal years listed below in column (a) which, together with all other Capital Expendituresand Investments made by the Borrower...Seventh Loan Modification Agreement • March 29th, 1996 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
MAUI LAND & PINEAPPLE COMPANY, INC. CHANGE-IN-CONTROL SEVERANCE AGREEMENT Warren A. Suzuki Vice President/Land Management ARTICLE I. ESTABLISHMENT AND PURPOSE.Maui Land & Pineapple Co Inc • March 26th, 1998 • Canned, fruits, veg, preserves, jams & jellies
RECITALS:Consulting Services Agreement • March 25th, 2004 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
WITNESSETH THAT: WHEREAS, Kaptel, NI Hawaii and The Long-Term Credit Bank of Japan, Ltd. (the "Lender") entered into a Letter of Credit Agreement dated September 26, 1990, as additional security for obligations of Kaptel under that certain...Dissolution Agreement • November 13th, 1995 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
CARLSMITH BALL LLP A Limited Liability Law Partnership ASB Tower, Suite 2200 1001 Bishop Street Honolulu, Hawaii 96813 Telephone: 808.523.2500 Fax 808.523.0842 www.carlsmith.com February 17, 2004 Maui Land & Pineapple Company, Inc. 120 Kane Street,...Maui Land & Pineapple Co Inc • February 18th, 2004 • Canned, fruits, veg, preserves, jams & jellies
CARLSMITH BALL LLP A Limited Liability Law Partnership ASB Tower, Suite 2200 1001 Bishop Street Honolulu, Hawaii 96813 Telephone: 808.523.2500 Fax 808.523.0842 www.carlsmith.com
SALE, PURCHASE AND ESCROW AGREEMENTSale, Purchase and Escrow Agreement • April 1st, 2009 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
This Sale, Purchase and Escrow Agreement (this “Agreement”), dated as of March 17, 2009 (the “Effective Date”), is made by and among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation (“MLP”), KAPALUA LAND COMPANY, LTD., a Hawaii corporation (“KLC” and collectively with MLP, “Seller”), and TY MANAGEMENT CORPORATION, a Hawaii corporation (“Purchaser”), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and TITLE GUARANTY ESCROW SERVICES, INC. (“Escrow Agent”), the consent of which appears at the end hereof.
AMENDED AND SECOND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT THIS AMENDED AND SECOND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (the "Amendment and Restatement"), dated as of December 4, 1998, by and among MAUI LAND & PINEAPPLE COMPANY,...Revolving Credit and Term Loan Agreement • March 26th, 1999 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
