AMENDMENT TO LOAN AGREEMENT
This Amendment to loan Agreement ("Agreement") is made
as of December 31, 2001, by and between American AgCredit,
FlCA successor in interest to Pacific Coast Farm Credit
Services, FlCA successor in interest to Pacific Coast Farm
Services, ACA ("FlCA") and American AgCredit, PCA successor
in interest to Pacific Coast Farm Credit Services, PCA
successor in interest to Pacific Coast Farm Credit Services,
ACA ("PCA") and Maui Land & Pineapple Company, Inc., a
Hawaii corporation ("Borrower").
RECITALS
A. Borrower and PCA entered into a loan agreement
dated April 18, 1997 (the "Equipment Loan Agreement")
whereby PCA made available to Borrower a revolving line of
credit and term loan ("Loan") pursuant to the terms and
conditions set forth in the Equipment Loan Agreement and
evidenced by a promissory note dated April 18, 1997 in the
amount of Five Million Dollars ($5,000,000.00). The
Equipment Loan Agreement was amended on October 5, 1998,
February 16, 2000, May 16, 2000, March 23, 2001, May 4, 2001
and August 10, 2001.
B. Borrower and FLCA entered into a loan agreement
dated June 1 I 1999 (the "Term Loan Agreement") which was
amended on February 16, 2000, May 16, 2000 and March 23,
2001.
C. Borrower, PCA and FLCA now wish to amend the
Equipment Loan Agreement and the Term Loan Agreement to
revise the definition of Consolidated Cash Flow to include
cash distributions from and contributions to joint ventures.
Additionally, Borrower and PCA wish to amend the Equipment
Loan Agreement provision on Capital Expenditures to exclude
Investments so that the provision is consistent with
Borrower's other loans.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
1. The definition of "Consolidated Cash Flow"
contained in Section 1 of both the Equipment Loan Agreement
and the Term Loan Agreement is amended to read as follows:
"Consolidated Cash Flow" shall mean, for any
period, for Borrower and its Subsidiaries on a
consolidated basis, the sum (without duplication)
of: (a) Consolidated Net Income; plus (b) the sum
of (i) Equity in Losses of Joint Ventures, (ii)
extraordinary non- cash losses, (iii) interest
expense (including the interest portion of any
capitalized lease obligations); (iv) depletion,
depreciation, and amortization, (v) losses on
assets sales and (vi) actual cash distributions
from joint ventures; minus (c) the sum of (i)
Equity in Earnings of Joint Ventures, (ii)
extraordinary gains, (iii) non-cash amounts
resulting from Adjusted Gains on Asset Sales, (iv)
Maintenance Capital Expenditures, (v) actual cash
distribution to joint ventures, (vi) expenditures
for other investments, (vii) partner advances to
related entities, and (viii) Restricted Payments
made during such period, other than Restricted
Payments referred to in clause (iii) of the
definition of Restricted Payments.
3. Section 14(f) of the Equipment Loan Agreement
is amended to read as follows:
Make Capital Expenditures, other than Capital
Expenditures for or Investments in Borrower's
"Kaahumanu Center Associates" Subsidiary, in
excess of the following amounts:
Year In Excess of
2000 $18,500,000
2001 $13,500,000
2002 $12,500,000
4. The Recitals are acknowledged as true and correct.
5. Any capitalized term herein not otherwise defined
shall have the meaning set forth in the Equipment Loan
Agreement and the Term Loan Agreement.
6. The Borrower represents and warrants that, after
giving effect to this Agreement, it is in compliance with
the terms and conditions of the Equipment Loan Agreement and
the Term Loan Agreement.
7. Except as expressly modified or changed by this
Agreement, the terms of the original Equipment Loan
Agreement, the Term Loan Agreement as previously amended and
modified, and all other related loan documents remain
unchanged and in full force and effect. Consent by PCA and
FLCA to the changes described herein does not waive their
right to strict performance of the terms and conditions
contained in the Equipment Loan Agreement and Term Loan
Agreement as amended, nor obligate them to make future
changes in terms. Nothing in this Agreement will constitute
a satisfaction of the Indebtedness. It is the intention of
PCA and FLCA to retain as liable parties all makers,
guarantors, endorsers of the original Indebtedness, unless
such party is expressly released by PCA and FLCA in writing.
8. The amendments set forth herein shall be binding
when this Agreement has been signed and returned to the PCA
and the FLCA.
IN WITNESS WHEREOF the parties have executed this
Agreement on the date first above written.
BORROWER:
MAUl LAND & PINEAPPLE COMPANY, INC.,
a Hawaii corporation
By: /S/ XXXX X. XXXXX
Xxxx X. Xxxxx
Title: Executive Vice President/Finance
By: /S/XXXXXX Y.H. XXXX
Xxxxxx X.X. Xxxx
Title: Treasurer
PCA and FLCA
AMERICAN AGCREDIT, FLCA
and AMERICAN AGCREDIT, PCA
By: /S/XXXX VAN SCHUYVER
Xxxx Van Schuyver
Title: Vice President
