WAIVER TO NOTE PURCHASE AGREEMENT
This Waiver (the "Waiver") to the Note Purchase Agreement is
issued as of December 31, 1996, to Maui Land & Pineapple Company,
Inc. ("Company") by Xxxx Xxxxxxx Mutual Life Insurance Company
("Xxxx Xxxxxxx").
WHEREAS, Company and Xxxx Xxxxxxx are parties to that
certain Note Purchase Agreement dated as of September 9, 1993 as
amended by that certain First Amendment to Note Purchase
Agreement dated as of March 30, 1994 and that certain Second
Amendment to Note Purchase Agreement dated as of November 13,
1995 (collectively the "Note Purchase Agreement:); and
WHEREAS, Xxxx Xxxxxxx transferred a portion of the 9.43%
Promissory Notes of the Company to JHMAC Trust 1996, which
transferred said portion to Bankers Trust Company as collateral
agent (Xxxx Xxxxxxx and Bankers Trust Company are collectively
the "Purchaser"); and
WHEREAS, the Company has requested that Section 7.4
Dividends, Distributions, etc., be waived with respect to the
dividend of five cents ($0.5) per share aggregating eighty-nine
thousand eight hundred fifty seven dollars ($89,857) declared on
November 1, 1996 and paid on December 20, 1996 (the "Dividend");
and
WHEREAS, Purchasers are willing to waive the provisions of
Section 7.4 of the Note Purchase Agreement with respect to the
Dividend.
NOW, THEREFORE, in consideration of the mutual conditions
and agreements set forth in this Waiver, the Company and
Purchasers hereby agree as follows:
Purchasers waive Section 7.4 of the Note Purchase Agreement
with respect to the Dividend.
Except as specifically set forth above, all of the terms and
conditions of the Note Purchase Agreement are hereby ratified and
confirmed and remain in full force and effect. Except as set
forth herein, the execution, delivery and effectiveness of this
Waiver shall not operate as a waiver of any right, power or
remedy of Purchasers under the Note Purchase Agreement or any of
the Notes.
No fee or other consideration of any type is being paid by
Company or any of its subsidiaries to the any other person in
connection with this Waiver.
IN WITNESS WHEREOF, the undersigned executed this Waiver as
of the date first set forth above.
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By: __/S/ D. DANA DONOVAN___
Title Sr. Investment Officer
XXXXXXX & CO.
By: _/S/ XXXXXXX XXXXXXXXX
Title: ASSISTANT TREASURER
MAUI LAND & PINEAPPLE
COMPANY, INC.
By: _/S/ XXXX X. MEYER_______
Title: EVP-Finance
