R E C I T A L S:Asset Purchase Agreement • March 22nd, 2000 • Ml Macadamia Orchards L P • Agricultural production-crops • Hawaii
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 19th, 1997 • Mauna Loa Macadamia Partners Lp • Agricultural production-crops • Delaware
RECITALSSecurity Agreement • May 9th, 2000 • Ml Macadamia Orchards L P • Agricultural production-crops • California
amongCredit Agreement • May 9th, 2000 • Ml Macadamia Orchards L P • Agricultural production-crops • California
EXHIBIT 2.1 [LETTERHEAD OF MAUNA LOA MACADAMIA PARTNERS, L.P.] November 6, 1997 C. Brewer Homes, Inc. 255A East Waiko Road Wailuku, Maui, Hawaii 96793 Gentlemen: This letter constitutes an agreement in principle between Mauna Loa Macadamia Partners,...Business Combination Agreement • November 10th, 1997 • Mauna Loa Macadamia Partners Lp • Agricultural production-crops
ARTICLE I DEFINITIONSAsset Purchase Agreement • May 9th, 2000 • Ml Macadamia Orchards L P • Agricultural production-crops • Hawaii
AMENDMENT This Amendment is executed on April 21, 1998 and effective as of December 18, 1997. WHEREAS, C. Brewer Homes, Inc. ("Homes") and Mauna Loa Macadamia Partners, L.P. (the "Partnership") are parties to that certain Amended and Restated...Merger Agreement • April 24th, 1998 • Mauna Loa Macadamia Partners Lp • Agricultural production-crops
R E C I T A L S:Farming Contract • February 13th, 1998 • Mauna Loa Macadamia Partners Lp • Agricultural production-crops • Hawaii
NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 2nd, 2015 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • California
THIS NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of January 30, 2015, is by and among ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML MACADAMIA ORCHARDS, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corporation formerly known as ML RESOURCES, INC. (collectively, “Borrower”), and AMERICAN AGCREDIT, PCA (“Lender”) with respect to the following facts:
Macadamia Nut Purchase Agreement — “C” Mauna Loa Macadamia Nut Corporation and ML Macadamia Orchards, L.P.Macadamia Nut Purchase Agreement • February 3rd, 2011 • Ml Macadamia Orchards L P • Agricultural production-crops • Hawaii
This Macadamia Nut Purchase Agreement is entered into on the date set forth below by and between Mauna Loa Macadamia Nut Corporation (MLMNC-Buyer) and ML Macadamia Orchards, L.P. (MLP-Seller).
Macadamia Nut Purchase Agreement Hamakua Macadamia Nut Company, Inc. & ML Macadamia Orchards, L. P. Calendar Years 2007 through 2012Macadamia Nut Purchase Agreement • June 1st, 2005 • Ml Macadamia Orchards L P • Agricultural production-crops • Hawaii
This Macadamia Nut Purchase Agreement is entered into on the date set forth below by and between Hamakua Macadamia Nut Company, Inc., a Hawaii Corporation (“HMNC”) and ML Macadamia Orchards, L.P. (“MLP”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 15, 2010 among ML MACADAMIA ORCHARDS, L.P. ML RESOURCES, INC. as Borrower and AMERICAN AGCREDIT, PCA as LenderCredit Agreement • August 11th, 2010 • Ml Macadamia Orchards L P • Agricultural production-crops • California
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”), dated as of July 15, 2010, is by and among ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership, and ML RESOURCES, INC., a Hawaii corporation (collectively, “Borrower”), and AMERICAN AGCREDIT, PCA as successor in interest to PACIFIC COAST FARM CREDIT SERVICES, PCA, (“Lender”) with respect to the following facts:
SECOND amendment to credit AGREEMENT AND WAIVERCredit Agreement • January 13th, 2017 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • California
This Second Amendment to Credit Agreement and Waiver dated as of January 12, 2017 (this “Amendment”), is made by and between American AgCredit, FLCA (“Lender”) and Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“Borrower”), with reference to the following:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 6th, 2016 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of June 30, 2016 the (the “Effective Date”), by and between Crescent River Agriculture LLC, a Wyoming limited liability company (“Purchaser”), and Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“Seller”).
AMENDMENT OF LEASES AND LICENSEAmendment of Leases and License • March 28th, 2014 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops
THIS AMENDMENT OF LEASES AND LICENSE, hereinafter called “this Amendment”, is made on this 14th day of July, 2010 by and between ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership (“MLMO”) and MAUNA LOA MACADAMIA NUT CORPORATION, a Hawaii corporation (“Mauna Loa”).
FORM OF SUBSCRIPTION AGENT AGREEMENT SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • March 21st, 2017 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of March __, 2017, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Royal Hawaiian Orchards, L.P. (the “Company”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROYAL HAWAIIAN ORCHARDS, L.P.Agreement of Limited Partnership • March 15th, 2017 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • Delaware
This Agreement of Limited Partnership entered into as of April 14, 1986, as amended and restated as of October 14, 1989, and as further amended and restated effective as of March 10, 2008, and as amended effective as of October 1, 2012, is made by and among ML Resources, Inc., a Hawaii corporation, (formerly known as Mauna Loa Resources, Inc.) as managing general partner, and ML Resources, Inc. as attorney-in-fact for each of the Limited Partners of this Limited Partnership as provided herein. This Amended and Restated Agreement of Limited Partnership was approved by a vote of a Majority Interest, as defined herein, at a meeting of Unitholders called and held on March 10, 2008, in Honolulu, Hawaii, USA.
WITNESSETHFarming Lease • May 9th, 2000 • Ml Macadamia Orchards L P • Agricultural production-crops • Hawaii
ContractMacadamia Nut Purchase Agreement • January 9th, 2006 • Ml Macadamia Orchards L P • Agricultural production-crops • Hawaii
This Macadamia Nut Purchase Agreement is entered into on the date set forth below by and between Purdyco International, Ltd., a Hawaii Corporation, d.b.a. Island Princess, (“IP”) and ML Macadamia Orchards, L.P. (“MLP”).
FIFTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTERevolving Loan Promissory Note • July 17th, 2012 • Ml Macadamia Orchards L P • Agricultural production-crops • California
This Fifth Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of July 12, 2012, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership, and ML RESOURCES, INC., a Hawaii corporation (together, “Borrower”).
CREDIT AGREEMENT Dated as of June 15, 2015 among ROYAL HAWAIIAN ORCHARDS, L.P. , as Borrower, and AMERICAN AGCREDIT, FLCA, as LenderCredit Agreement • June 22nd, 2015 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • California
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of June 15, 2015, among Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“Borrower”), and American AgCredit, FLCA, as lender (“Lender”).
SUPPLY AGREEMENTSupply Agreement • March 28th, 2012 • Ml Macadamia Orchards L P • Agricultural production-crops • Colorado
This Supply Agreement (“Agreement”) is made and entered into as of this 15th day of January, 2010 by and between Western Export Services, Inc., a Colorado, U.S.A. Corporation (“WES”), with its principal offices located at 140 E. 19th Avenue, Suite 201, Denver, Colorado 80203, and Royal Hawaiian Macadamia Nut, Inc., with its principal offices located at 26-238 Hawaii Belt Rd., Hilo, Hawaii 96720 (“Supplier”). WES and Supplier are sometimes referred to collectively herein as the “Parties.”
FIRST amendment to AMENDED AND RESTATED credit AGREEMENTCredit Agreement • June 22nd, 2015 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • California
This First Amendment to Amended and Restated Credit Agreement dated as of June 15, 2015 (this “Amendment”), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, “Agent”), the “Lenders” under and as defined in such Credit Agreement, Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“RHO”), Royal Hawaiian Resources, Inc., a Hawaii corporation (“RHR”), Royal Hawaiian Services, LLC, a Hawaii limited liability company (“RHS”), and Royal Hawaiian Macadamia Nut, Inc., a Hawaii corporation (“RHMN” and, together with RHO, RHR, and RHS, collectively “Borrowers” and each, a “Borrower” and, together with any other “Credit Party” under and as defined in the Credit Agreement, the “Credit Parties”), and RHO, as Borrower Representative, with reference to the following:
ACQUISITION AGREEMENT GEYSER ASSET MANAGEMENT, INC., a Delaware corporation, as Agent for the Tenant in Common Investors listed on the attached Schedule I and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnershipAcquisition Agreement • April 17th, 2015 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • Hawaii
THIS ACQUISITION AGREEMENT (this “Agreement”) is entered as of this 13th day of April, 2015 (the “Effective Date”), by and between (i) GEYSER ASSET MANAGEMENT, INC., a Delaware corporation, as “Agent” for the Tenant in Common Investors listed on the attached Schedule I (collectively “Owner”) and (ii) ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership (“Transferee”).
WAIVER AGREEMENTWaiver Agreement • November 14th, 2016 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • California
This Waiver Agreement dated as of November 9, 2016 (this “Agreement”), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, “Agent”), the “Lenders” under and as defined in such Credit Agreement, Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“RHO”), Royal Hawaiian Services, LLC, a Hawaii limited liability company (“RHS”), and Royal Hawaiian Macadamia Nut, Inc., a Hawaii corporation (“RHMN” and, together with RHO and RHS, collectively “Borrowers” and each, a “Borrower” and, together with any other “Credit Party” under and as defined in the Credit Agreement, the “Credit Parties”), and RHO, as Borrower Representative, with reference to the following:
FOURTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTERevolving Loan Promissory Note • August 11th, 2010 • Ml Macadamia Orchards L P • Agricultural production-crops
This Fourth Amendment to Revolving Loan Promissory Note (this “Amendment”) is entered into as of July 15, 2010, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership, and ML RESOURCES, INC., a Hawaii corporation (together, “Borrower”).
J. Alan Kugle, Esq. P.O. Box 1826 Papaikau, Hawaii 96781 Re: ML MACADAMIA ORCHARDS, L.P. - ACQUISITION OF ASSETS OF KAU AGRIBUSINESS CO., INC., KAU SUGAR, INC., MAUNA KEA MACADAMIA ORCHARDS, INC., AND MAUNA KEA AGRIBUSINESS CO., INC. Dear Mr. Kugle:...Asset Purchase Agreement • May 9th, 2000 • Ml Macadamia Orchards L P • Agricultural production-crops
MACADAMIA NUT PURCHASE AGREEMENTMacadamia Nut Purchase Agreement • January 9th, 2006 • Ml Macadamia Orchards L P • Agricultural production-crops • Hawaii
THIS MACADAMIA NUT PURCHASE AGREEMENT (the “Agreement”) is entered into as of January 6, 2006, by and between MAC FARMS OF HAWAII, LLC, a Delaware limited liability company (“MF”) and ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership (“MLP”).
EMPLOYMENT AGREEMENT EXHIBITS A and BEmployment Agreement • February 4th, 2015 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • Hawaii
This Employment Agreement supersedes the Employment Agreement entered into on October 27, 2009 between ML Macadamia Orchards, L.P. and Randolph H. Cabral (“Employee”) (referred to hereinafter as the “Prior Agreement”). For purposes of clarity, the Prior Agreement is attached as Exhibit A.
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROYAL HAWAIIAN ORCHARDS, L.P.Amendment to the Amended and Restated Agreement of Limited Partnership • November 5th, 2013 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops
This amendment to the Amended and Restated Agreement of Limited Partnership of Royal Hawaiian Orchards, L.P. (this “Amendment”) is duly adopted by Royal Hawaiian Resources, Inc., the managing general partner (the “Managing General Partner”) of Royal Hawaiian Orchards, L.P. (the “Partnership”) and is effective as of November 1, 2013.
TWELFTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTERevolving Loan Promissory Note • February 2nd, 2015 • Royal Hawaiian Orchards, L.P. • Agricultural production-crops • California
This Twelfth Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of January 30, 2015, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML Macadamia Orchards, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corporation formerly known as ML RESOURCES, INC. (together, “Borrower”).
TERM LOAN PROMISSORY NOTETerm Loan Promissory Note • August 11th, 2010 • Ml Macadamia Orchards L P • Agricultural production-crops
This Note is issued by Borrower to Lender pursuant to the Credit Agreement, to which reference is hereby made for a statement of all of the terms and conditions under which the loan evidenced hereby is made. This Note is subject to amendment only if and to the extent of an amendment of the Credit Agreement.
AGREEMENTAgreement • December 7th, 2010 • Ml Macadamia Orchards L P • Agricultural production-crops
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Class A Units of ML Macadamia Orchards LP.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 20th, 2008 • Ml Macadamia Orchards L P • Agricultural production-crops
This Fourth Amendment is made as of March 14, 2008 (the “Amendment”), by and between ML Macadamia Orchards, L.P., a Delaware limited partnership, and ML Resources, Inc., a Hawaii corporation (collectively, the “Borrower”) and American AgCredit, PCA (the “Lender”).
Addendum to Macadamia Nut Purchase Agreement Between Mauna Loa Macadamia Nut Corporation and ML Macadamia Orchards, L.P. Dated January 1, 2006Macadamia Nut Purchase Agreement • December 24th, 2009 • Ml Macadamia Orchards L P • Agricultural production-crops
This Addendum to the Macadamia Nut Purchase Agreement (Agreement) is entered into on the date set forth below by and between Mauna Loa Macadamia Nut Corporation (MLMNC-Buyer) and ML Macadamia Orchards, L.P. (MLP-Seller). This Addendum will supersede all other nut purchase contracts between the two parties.
