2000 LOAN MODIFICATION AGREEMENT
THIS AGREEMENT is effective as of June 30, 2000, by and
among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation
(the "Borrower"), BANK OF HAWAII, a Hawaii banking corporation
("BOH"), FIRST HAWAIIAN BANK, a Hawaii banking corporation
("FHB"), CENTRAL PACIFIC BANK, a Hawaii banking corporation
("CPB") (BOH, FHB and CPB are each sometimes called a "Lender"
and collectively called the "Lenders"), and BANK OF HAWAII, as
Agent for the Lenders to the extent and in the manner provided in
the Loan Documents described below and in the Agency Agreement
described in the Loan Agreement described below (in such
capacity, the "Agent"),
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and Bank of America,
National Trust and Savings Association ("BOA") (the Lenders and
BOA are collectively called the "Original Lenders") and the Agent
are parties to that certain Revolving and Term Loan Agreement,
dated as of December 31, 1992, as amended by a First Loan
Modification Agreement, dated as of March 1, 1993, and
supplemented by letter agreements dated April 30, 1993 and June
24, 1993, and further amended by Second Loan Modification
Agreement, dated September 8, 1993, by a Third Loan Modification
Agreement, dated September 30, 1993, by a Fourth Loan
Modification Agreement, dated March 8, 1994, by a Fifth Loan
Modification Agreement, dated effective as of December 31, 1994,
by a Sixth Loan Modification Agreement, dated effective as of
March 31, 1995, and by a Seventh Loan Modification Agreement
dated effective as of December 31, 1995, each among the Borrower,
the Original Lenders and the Agent (as so amended and
supplemented, the "Original Loan Agreement");
WHEREAS, the Original Loan Agreement and the other "Loan
Documents" referred to therein, as respectively amended, set
forth the terms and conditions upon which the Original Lenders
(i) have made available to the Borrower the Revolving Loans in
the original aggregate principal amount of up to $40,000,000 at
any one time outstanding (subject to mandatory reduction, from
time to time, of such aggregate principal amount available) and
(ii) shall make available to the Borrower the Term Loans in an
amount up to the aggregate principal amount of the Revolving
Loans outstanding upon expiration of the Revolving Loan Period,
all as more particularly described therein;
WHEREAS, the parties hereto entered into that certain
Amended and Restated Revolving Credit and Term Loan Agreement
dated December 4, 1996, as amended by letter agreement dated
February 21, 1997, by First Loan Modification Agreement dated
December 31, 1997, and by Second Loan Modification Agreement
dated March 17, 1998 (as so amended, the "First Restatement");
WHEREAS, the parties hereto entered into that certain
Amended and Second Restated Revolving Credit and Term Loan
Agreement dated as of December 4, 1998 (the "Second Restatement")
to, among other things, establish a development line in the
aggregate principal amount of $15,000,000, being the Village
Course Facility more particularly described in the Second
Restatement;
WHEREAS, the Lenders having purchased the interests of BOA
under the Original Loan Agreement and the other Loan Documents
referred to therein (the "BOA Purchase"), and BOH having
purchased a portion of the interest of FHB under the Original
Loan Agreement, as amended by the First Restatement and by the
Second Restatement (the Original Loan Agreement as the same has
been and may hereafter be amended, the "Loan Agreement"), and
under the other Loan Documents referred to in the Loan Agreement,
the respective "Individual Loan Commitment Percentage" of each
Lender is now as follows:
(1) BOH's Individual Loan Commitment Percentage is equal to
53.667% with respect to the Original Facility and 50% with
respect to the Village Course Facility;
(2) FHB's Individual Loan Commitment Percentage is equal to
33.333% with respect to the Original Facility and 33.333% with
respect to the Village Course Facility; and
(3) CPB's Individual Loan Commitment Percentage is equal to
13% with respect to the Original Facility and 16.667% with
respect to the Village Course Facility;
WHEREAS, the Aggregate Loan Commitment with respect to the
Original Facility having been reduced to $15,000,000, the
respective Individual Loan Commitments of the Lenders are as
follows:
(1) BOH's Individual Loan Commitment is equal to $8,050,000
with respect to the Original Loan Facility, subject to further
permanent reduction from time to time in accordance with the
terms of the Loan Agreement, and $7,500,000 with respect to the
Village Course Facility;
(2) FHB's Individual Loan Commitment is equal to $5,000,000
subject to further permanent reduction from time to time in
accordance with the terms of the Loan Agreement, and $5,000,000
with respect to the Village Course Facility; and
(3) CPB's Individual Loan Commitment is equal to
$1,950,000, subject to further permanent reduction from time to
time in accordance with the terms of the Loan Agreement, and
$2,500,000 with respect to the Village Course Facility;
WHEREAS, the parties hereto entered into that certain 1999
Loan Modification Agreement dated as of December 30, 1999; and
WHEREAS, Borrower has requested a further modification of
the Loan Documents and Lenders are willing to accommodate such
modification under the terms of this Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Lenders and the Agent hereby
agree as follows:
1. The Loan Documents are amended to conform to the following:
(a) Capital Expenditures. Section 5.2(d) of the Loan Agreement
is amended to read as follows:
(d) Neither the Borrower nor any
Subsidiary will make any Capital Expenditure
that is not approved in writing by Lenders
that causes Borrower to exceed (on an
aggregated basis) the following Capital
Expenditure limits: $10,800,000 for fiscal
year 1998; $11,500,000 for fiscal year 1999;
$15,250,000 for fiscal year 2000; $14,000,000
for fiscal year 2001; and $12,000,000 for
each fiscal year thereafter. Capital
Expenditures for work at the Village Course
at Kapalua (described in Section 5.1(n))
shall not be counted towards such Capital
Expenditure limits. Capital Expenditures for
the Site 29 Project of up to $1,000,000 in
the aggregate or that are approved in writing
by Lenders shall not be counted towards such
Capital Expenditure limits.
(b) Current Ratio. For the purpose of determining the Current
Ratio for the second, third and fourth quarters of fiscal year
2000, Current Liabilities shall not include deferred revenue
related to lot sales in the real estate development projects
known as "Plantation Estates" and "Pineapple Hill Estates", built
or intended to be built on land identified as Tax Map Key (2) 4-2-
05: 1 through 14, inclusive, 44 and 45 and Tax Map Key (2) 4-2-
04: 24, respectively.
2. Upon execution of this Agreement and in consideration of
these amendments Borrower shall pay to the Agent, on demand, for
distribution to the Lenders according to the following
percentages, a non-refundable fee in the amount of $5,000: to
BOH 51.83% ($2,591.67); to FHB 33.33% ($1,666.67); and to CPB
14.84% ($741.66).
3. Capitalized terms used, but not defined, in this Agreement,
shall have the definitions stated in the Loan Agreement.
4. Borrower agrees that Borrower has no claims, defenses, or
offsets against the Lenders or the Agent with respect to said
credit facility or to the enforcement of the Loan Documents
arising prior to the date of this Agreement, and that Borrower
agrees that all such claims, defenses, and offsets are hereby
released.
5. The execution of this Agreement by the Borrower constitutes
the personal certification of the persons signing this Agreement
on behalf of the Borrower that, to the best of their knowledge,
the representations and warranties made in Article IV of the Loan
Agreement are true and correct as of the date of this Agreement.
6. In all other respects, the Loan Documents, as amended,
remain in full force and effect and the provisions of the Loan
Documents including, without limitation, all promises,
representations, warranties, covenants, and conditions, are
ratified and confirmed as of the date of this Agreement by the
parties hereto.
7. This Agreement is binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors
and assigns.
8. The parties hereto agree that this instrument may be
executed in counterparts, each of which shall be deemed an
original, and said counterparts shall together constitute one and
the same agreement, binding all of the parties hereto,
notwithstanding all of the parties are not signatory to the
original or the same counterparts. Duplicate unexecuted pages of
the counterparts may be discarded and the remaining pages
assembled as one document.
To signify their agreement, the parties have executed this
Agreement as of the date first written above.
MAUI LAND & PINEAPPLE BANK OF HAWAII, individually
COMPANY INC. and as Agent
By: /S/PAUL J. MEYER By: /S/DEREK CHANG
Its Executive Vice Its Assistant Vice President
President/Finance
By: /S/GARY L. GIFFORD FIRST HAWAIIAN BANK
Its President & CEO
By: /S/LANCE A. MIZUMOTO
Its Vice President
CENTRAL PACIFIC BANK
By: /S/ALAN TAMANAHA
Its Vice President
