xxxxxxx indicates material that has
been omitted pursuant to a request
for confidential treatment. Such
material has been filed separately
with the Securities and Exchange
Commission. The omitted material
consists of approximately two
pages.
AMENDMENT NO. 2
TO
LIMITED PARTNERSHIP AGREEMENT
OF
KAAHUMANU CENTER ASSOCIATES
THIS AMENDMENT is made this 30th day of December, 2002,
between MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation
("MLP") and the EMPLOYEES' RETIREMENT SYSTEM OF THE STATE OF
HAWAII, a quasi-governmental agency ("ERS"):
WITNESSETH THAT:
WHEREAS, MLP and ERS entered into that certain LIMITED
PARTNERSHIP AGREEMENT OF KAAHUMANU CENTER ASSOCIATES (as amended,
the "L. P. Agreement") dated June 23, 1993, forming a limited
partnership ("KCA") to expand, own and operate Kaahumanu Shopping
Center ("Center") in Kahului, Maui, Hawaii; and
WHEREAS, MLP and ERS entered into that certain
AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF KAAHUMANU
CENTER ASSOCIATES dated April 27, 1995, and have now agreed to
further amend the L. P. Agreement;
NOW, THEREFORE, in consideration of the premises, the
mutual promises, obligations and agreements contained herein, and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, MLP and ERS,
intending to be legally bound, do hereby agree as follows:
The L. P. Agreement shall be and is hereby amended in
the following respects:
A. xxxxxxx
B. Contribution of Artwork. MLP shall contribute to
the Partnership, the artwork (statue and mural) displayed at
the Property and owned by MLP without payment of any kind
for the cost of such artwork.
C. xxxxxxx
xxxxxxx indicates material that has
been omitted pursuant to a request
for confidential treatment. Such
material has been filed separately
with the Securities and Exchange
Commission. The omitted material
consists of approximately two
pages.
D. xxxxxxx
E. xxxxxxx
F. xxxxxxx
G. Expiration. This Amendment shall remain in effect
until December 31, 2003, whereupon it shall terminate and be
of no further force and effect; xxxxxxx
In all other respects the L. P. Agreement shall remain
in full force and effect and unchanged except as expressly set
forth herein. Capitalized terms herein shall have the meaning
set forth in the L. P. Agreement except as otherwise provided
herein. Unless expressly modified by this Amendment, the
provisions of the L. P. Agreement shall remain unchanged and the
provisions hereof shall supplement such unchanged provisions.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers and
representatives, each on the day and year first above written.
MAUI LAND & PINEAPPLE COMPANY, EMPLOYEES' RETIREMENT SYSTEM
INC. OF THE STATE OF HAWAII
By /S/ XXX XXXXX By /S/ XXXXX XXXXXXXXXXX
Its Executive Vice President Its Administrator
By /S/ XXXX X. XXXXX By /S/ XXXXXX XXXXXXXX
Its Executive Vice President Its Trustee
