LOAN AGREEMENT (REAL ESTATE)

“Agreement” means this Agreement, including all exhibits hereto, as any of the same may be supplemented or amended from time to time in accordance with the terms hereof.

“Borrower” means Maui Land & Pineapple Company, Inc., a Hawaii corporation.

“Business Day” means a day other than a Saturday or Sunday on which banks are generally open for business in New York, New York and Kahului, Hawaii.

“Closing Date” means October 27, 2006.

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“Consolidated Cash Flow Available for Debt Service” means, with respect to the applicable period of determination, for Borrower and its Subsidiaries on a consolidated basis (a) the sum of Consolidated Net Income, interest expense, depreciation, amortization and other non-cash charges, minus (ii) dividends and distributions paid out to shareholders during such Fiscal Year.

“Consolidated Debt Service” means, with respect to the applicable period of determination, for Borrower and its Subsidiaries on a consolidated basis the aggregate of (a) interest expense, (b) current maturities of long term debt during the period of determination, and (c) the current portion of capital leases that are due during the period of determination.

“Consolidated Funded Debt” shall mean, as at any date of determination, for Borrower and its Subsidiaries on a consolidated basis, all indebtedness for borrowed money evidenced notes, bonds, debentures, or similar evidences of indebtedness, and which by its term matures more than one year from, or is directly or indirectly renewable or extendible at such person’s option under a revolving credit or similar agreement obligating the lender or lenders thereunder to extend credit over a period of more than one year from the date of creation thereof, and specifically including (i) capital lease obligations, (ii) current maturities of long-term debt, and (iii) revolving credit and short-term debt extendible beyond one year at the option of the debtor.

“Consolidated Net Income” shall mean, for any period, on a consolidated basis, the net income, if any, of Borrower and its Subsidiaries, determined in accordance with GAAP.

“Consolidated Net Worth” shall mean, as at any date of determination, on a consolidated basis, the gross book value of the assets of Borrower, minus the sum of (a) all reserves applicable thereto, and (b) all liabilities of Borrower (including subordinated liabilities).

“Consolidated Total Capitalization” shall mean, as at any date of determination, the sum of (a) Consolidated Funded Debt, plus (b) Consolidated Net Worth.

“Contractor” means any contractor that is constructing the Improvements on the Property.

“Construction Contract” means Borrower’s construction contract with any Contractor.

“Construction Costs” means the contract price paid or to be paid to Contractor or reimbursed to Borrower for any portion of construction of the Improvements, including administrative, engineering, legal, financial and other costs incurred by Lender, Borrower or any Contractor in connection with the acquisition and construction of the Improvements.

“Damaged Property” has the meaning assigned to such term in Section 8.01 hereof.

“Damaged Property Amount” means an amount equal to the product of (a) the then Prepayment Amount, and (b) a percentage equal to the original appraised value of the Damaged Property divided by the original appraised value of all of the Property.

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“Default” means an event that, with giving of notice or passage of time or both, would constitute an Event of Default as provided in Article X hereof.

“Environmental Indemnity Agreement” means the Environmental Indemnity Agreement Regarding Hazardous Substances dated of even date herewith by Borrower and Guarantor for the benefit of Lender, as hereafter modified or amended.

“Environmental Laws” means any federal, state and local laws relating to emissions, discharges, releases of Hazardous Wastes or Materials into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Wastes or Materials.

“Equipment” has the meaning assigned to such term in the Master Security Agreement.

“Fixed Charge Coverage Ratio” means the ratio of (a) Borrower’s Consolidated Cash Flow Available for Debt Service to (b) Borrower’s Consolidated Debt Service.

“GAAP” means generally accepted accounting principles under the United States as established by the Financial Accounting Standards Board applied on a consistent basis.

“Guarantor” means Maui Pineapple Company, Ltd., a Hawaii corporation.

“Guaranty Agreement” means the Guaranty Agreement dated as of October 1, 2006 by Guarantor for the benefit of Lender.

“Hazardous Waste or Materials” means any substance or material defined in or designated as hazardous or toxic wastes, hazardous or toxic material, a hazardous, toxic or radioactive substance, or other similar term, by any Environmental Law now or hereafter in effect.

“Improvements” has the meaning set forth in the definition of “Property.”

“Leases” has the meaning set forth in the definition of “Property.”

“Lender” means (i) Bank of Hawaii, acting as lender under this Agreement, (ii) any surviving, resulting or transferee corporation of Bank of Hawaii and (iii) except where the context requires otherwise, any assignee(s) of Lender.

“Liens” means any mortgage, pledge, lien, charge, license or encumbrance.

“Loan” means the loan from Lender to Borrower pursuant to this Agreement.

“Loan Payments” means the loan payments payable by Borrower pursuant to the provisions of this Agreement as specifically set forth in Exhibit A hereto.  As provided in Article II hereof, Loan Payments shall be payable by Borrower to Lender in the amounts set forth in Exhibit A hereto.

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“Loan Proceeds” means the total amount of money to be paid pursuant to Section 2.02 hereof by Lender to Borrower.

“Make Whole Amount” means (i) the net present value of the remaining scheduled principal and interest payments (including any balloon or other amount of principal payable that but for the prepayment of the Loan would be payable on or prior to the scheduled maturity date hereof), discounted to the prepayment date at a per annum interest rate equal to the then Reinvestment Rate minus (ii) the principal balance outstanding as of the prepayment date (immediately prior to any such prepayment); provided, that the Make Whole Amount shall be deemed zero if the calculation results in a negative number.

“Master Security Agreement” means the Master Security Agreement dated as of September 29, 2006 and schedules thereto between Guarantor and GE Capital Public Finance, Inc. and the promissory notes issued thereunder.

“Material Adverse Effect” means a material adverse effect or change on (a) the business, assets, operations, properties or condition (financial or otherwise) of Borrower or Guarantor, (b) the ability of Borrower to perform or pay its obligations hereunder or on any other material obligation in accordance with the terms thereof, (c) the ability of Guarantor to perform its obligations under the Guaranty Agreement, (d) Lender’s Lien on the Property or the priority of such Lien, or (e) the validity or enforceability of this Agreement, the Mortgage, the Environmental Indemnity Agreement or the Guaranty Agreement or the rights and remedies available to Lender hereunder or thereunder.

“Mortgage” means the Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of even date herewith by Borrower in favor of Lender, as hereafter modified or amended.

“Permitted Exceptions” means:

(a)           Liens existing on the date hereof and listed on Exhibit B to the Mortgage and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;

(b)           Liens for taxes not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of Borrower in accordance with GAAP;

(c)           carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of Borrower; and

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(d)           Liens securing judgments for the payment of money which (i) are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintain on the books of Borrower in accordance with GAAP and (ii) do not otherwise constitute on Event of Default under Section 10.01 hereof.

“Prepayment Amount” means the amount which Borrower may or must from time to time pay or cause to be paid to Lender in order to prepay the Loan, as provided in Section 2.07 hereof, such amounts being set forth in Exhibit A hereto, together with the Make Whole Amount and any accrued interest and all other amounts due hereunder.

“Property” means, collectively, all of Borrower’s estate, right, title and interest, now owned or hereafter acquired, including any reversion or remainder interest, in the real property located in the City of Kahului, County of Maui, State of Hawaii described on Exhibit A to the Mortgage, including all heretofore or hereafter vacated alleys and streets abutting the property, and all easements, rights, appurtenances, tenements, hereditaments, rents, royalties, mineral, oil and gas rights and profits, water, water rights and water stock appurtenant to the property (collectively “Premises”); together with all of Borrower’s estate, right, title and interest, now owned or hereafter acquired, in:

(a)           all buildings, structures, improvements, parking areas, landscaping, equipment, software intangibles, fixtures and articles of property now or hereafter erected on, attached to, or used or adapted for use in the operation of the Premises, including (without limitation) all heating, air conditioning, manufacturing and incinerating apparatus and equipment; all boilers, engines, motors, dynamos, generating equipment, piping and plumbing fixtures, water heaters, ranges, cooking apparatus and mechanical kitchen equipment, refrigerators, freezers, cooling, ventilating, sprinkling and vacuum cleaning systems, fire extinguishing apparatus, gas and electric fixtures, carpeting, floor coverings, underpadding, elevators, escalators, partitions, mantels, built-in mirrors, window shades, blinds, draperies, screens, storm sash, awnings, signs, furnishings of public spaces, halls and lobbies, and shrubbery and plants, and including also all interest of any owner of the Premises in any of such items hereafter at any time acquired under conditional sale contract, chattel mortgage or other title retaining or security instrument, all of which property mentioned in this clause (a) shall be deemed part of the realty covered by this Agreement and not severable wholly or in part without material injury to the freehold of the Premises (all of the foregoing together with replacements and additions thereto are referred to herein as “Improvements”);

(b)           all compensation, awards, damages, rights of action and proceeds, including interest thereon and/or the proceeds of any policies of insurance therefor, arising out of or relating to a (i) taking or damaging of the Premises or Improvements thereon by reason of any public or private improvement, condemnation proceeding (including change of grade), sale or transfer in lieu of condemnation, or fire, earthquake or other casualty, or (ii) any injury to or decrease in the value of the Premises or the Improvements for any reason whatsoever;

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(c)           return premiums or other payments upon any insurance any time provided for the benefit of or naming Lender, and refunds or rebates of taxes or assessments on the Premises;

(d)           all the right, title and interest of Borrower in, to and under all written and oral leases and rental agreements (including extensions, renewals and subleases; all of the foregoing shall be referred to collectively herein as the “Leases”) now or hereafter affecting the Premises including, without limitation, all rents, issues, profits and other revenues and income therefrom and from the renting, leasing or bailment of Improvements and equipment, all guaranties of tenants’ performance under the Leases, all letter-of-credit rights and all other supporting obligations associated with the Leases and all rights and claims of any kind that Borrower may have against any tenant under the Leases or in connection with the termination or rejection of the Leases in a bankruptcy or insolvency proceeding; and the leasehold estate, if applicable;

(e)           plans, specifications, contracts, documents and agreements relating to the design or construction of the Improvements; Borrower’s rights under any payment, performance or other bond in connection with the design or construction of the Improvements; all landscaping and construction materials, supplies and equipment used or to be used or consumed in connection with construction of the Improvements, whether stored on the Premises or at some other location; and contracts, agreements and purchase orders with contractors, subcontractors, suppliers and materialmen incidental to the design or construction of the Improvements;

(f)            all contracts, accounts, deposit accounts, documents, rights, claims or causes of action to the extent pertaining to or affecting the Premises or the Improvements, including, without limitation, all options or contracts to acquire other property for use in connection with operation or development of the Premises or Improvements, promissory notes, management contracts, service or supply contracts, deposits, bank accounts, general intangibles (including without limitation trademarks, trade names, symbols and payment intangibles), permits, licenses, franchises and certificates, and all commitments or agreements, now or hereafter in existence, intended by the obligor thereof to provide Borrower with proceeds to satisfy the loan evidenced hereby or improve the Premises or Improvements, and the right to receive all proceeds due under such commitments or agreements, including refundable deposits and fees;

(g)           all books, records, surveys, reports and other documents related to the Premises, the Improvements, the Leases or other items of collateral described herein; and

(h)           all additions, accessions, replacements, substitutions, proceeds and products of the real and personal property, tangible and intangible, described herein.

“Reinvestment Rate” means the per annum interest rate that is equal to the sum of (a) 1.90% plus (b) the stated yield to maturity of United States Treasury Notes having a life equal to the remaining term of the Loan as stated in the most current Federal Reserve Statistical Release H.15(519) on the day Lender receives notice of the prepayment.  If no maturity exactly

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corresponds to the remaining term of the Loan, the Treasury Note life to be adopted from Federal Reserve Statistical Release H.15(519) shall correspond to a full number of years period, excluding partial years of such remaining term.

“State” means the State of Hawaii.

“Subsidiaries” means any corporation, partnership, limited liability company, joint venture or any other legal entity that in accordance with GAAP would be properly consolidated on the books of Borrower.

“Terrorism Laws” means Executive Order 13224 issued by the President of the United States of America, the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations) and the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), and all other present and future federal, state and local laws, ordinances, regulations, policies and any other requirements of any governmental authority (including, without limitation, the United States Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist acts and acts of war, each as hereafter supplemented, amended or modified from time to time, and the present and future rules, regulations and guidance documents promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements of other states or localities.

“UCC” means the Uniform Commercial Code as adopted and in effect in the State.

Section 1.02.  Exhibits.  The following exhibits are attached hereto and made a part hereof: