8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2014

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Hawaii	001-06510	99-0107542
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
200 Village Road, Lahaina, Maui, Hawaii 96761 (Address of principal executive offices) (Zip Code)

(808) 877-3351

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 25, 2014, Maui Land & Pineapple Company, Inc. (the “Company”) entered into a Fifth Modification Agreement (the “Fifth Modification”) with Wells Fargo Bank, National Association (“Wells Fargo”). The Fifth Modification amends the terms of the Company’s $32.7 million revolving line of credit agreement with Wells Fargo by, among other things, extending the maturity date from May 1, 2014 to August 1, 2016, and reducing the required minimum liquidity (as defined) from $4 million to $3 million.

The foregoing does not purport to be a complete description of the terms of the Fifth Modification and such description is qualified in its entirety by reference to the Fifth Modification a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 25, 2014, the Company entered into a Third Amendment to Loan Agreement (the “Third Amendment”) with American AgCredit, FLCA (“AgCredit”). The Third Amendment amends the terms of the Company’s $20 million term loan agreement with AgCredit by, among other things, extending the maturity date from May 1, 2014 to August 1, 2016, and reducing the required minimum liquidity (as defined) from $4 million to $3 million. In addition, the Third Amendment requires a mandatory principal repayment of $3 million by May 1, 2015 and an additional $2 million by May 1, 2016.

The foregoing does not purport to be a complete description of the terms of the Third Amendment and such description is qualified in its entirety by reference to the Third Amendment a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 30, 2014, the Company issued a press release, which sets forth the results of operations for the quarter ended March 31, 2014. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit Number	Description
10.1	Fifth Modification Agreement entered into as of April 25, 2014, by and among Maui Land & Pineapple Company, Inc. and Wells Fargo Bank, National Association.
10.2	Third Amendment to Loan Agreement entered into April 25, 2014, by and among Maui Land & Pineapple Company, Inc. and American AgCredit, FLCA.
99.1	Maui Land & Pineapple Company, Inc. Press Release dated April 30, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MAUI LAND & PINEAPPLE COMPANY, INC.
Date:     May 1, 2014	By:	/s/ TIM T. ESAKI
		Tim T. Esaki
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Fifth Modification Agreement entered into as of April 25, 2014, by and among Maui Land & Pineapple Company, Inc. and Wells Fargo Bank, National Association.
10.2	Third Amendment to Loan Agreement entered into April 25, 2014, by and among Maui Land & Pineapple Company, Inc. and American AgCredit, FLCA.
99.1	Maui Land & Pineapple Company, Inc. Press Release dated April 30, 2014.

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EX-10

Exhibit 10.1

FIFTH MODIFICATION AGREEMENT

(Secured Loan)

THIS FIFTH MODIFICATION AGREEMENT ("Agreement") is entered into as of April 25, 2014, by and among MAUI LAND & PINEAPPLE COMPANY, INC., a corporation formed under the laws of the State of Hawaii (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as sole Lender signatory to the Loan Agreement (as defined below) (“Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) as Administrative Agent under the Loan Agreement (in such capacity, the “Administrative Agent”).

RECITALS

A. Pursuant to the terms of that certain Amended and Restated Credit Agreement by and between Administrative Agent, Borrower and Lender dated October 9, 2009, as further amended and modified as follows: First Modification Agreement dated as of September 17, 2010, Second Modification Agreement and Waiver dated as of December 22, 2010, Third Modification Agreement dated as of February 23, 2011, and Fourth Modification Agreement dated as of August 1, 2011 (collectively, and as the same may be amended, modified, supplemented or replaced from time to time, "Loan Agreement"), Lender made certain credit accommodations to Borrower in the original maximum principal amount of Fifty Million and No/100ths Dollars ($50,000,000.00) (as the commitment under such credit accommodations has been reduced from time to time, the "Loan"). The Loan is evidenced by that certain Revolving Note dated as of February 23, 2011, executed by Borrower payable to the order of Lender, in the principal amount of the Loan (as the same may be amended, modified, supplemented or replaced from time to time, "Note") and is further evidenced and secured by certain other documents described in the Loan Agreement as Loan Documents.

B. The Note and the Loan Agreement are secured by, among other things, the Fee and Leasehold Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture, dated as of November 13, 2007, and recorded on November 15, 2007, as Document No. 2007-199589 in the Bureau of Conveyances of the State of Hawaii, executed by the Borrower and Kapalua Land Company, Ltd., a Hawaii corporation (“Leasehold Mortgagor”) in favor of the Administrative Agent for its benefit and the benefit of the Lenders, the Issuing Bank and each Specified Derivatives Provider in form and substance satisfactory to the Administrative Agent, as further amended and modified as follows: Memorandum of Second Modification Agreement Amending Mortgage, dated as of March 10, 2009 and recorded March 13, 2009 as Document No. 2009-038132 in the Bureau of Conveyances of the State of Hawaii, Memorandum of Third Modification Agreement Amending Mortgage, dated as of March 27, 2009 and recorded March 27, 2009 as Document No. 2009-046242 in the Bureau of Conveyances of the State of Hawaii, Memorandum of Amended and Restated Credit Agreement Amending Mortgage, dated as of October 9, 2009 and recorded October 14, 2009 as Document No. 2009-157331 in the State of Hawaii Bureau of Conveyances, Memorandum of First Modification of Restated Credit Agreement Amending Mortgage, dated September 17, 2010 and recorded on September 30, 2010, as Document No. 2010-145868 in the State of Hawaii Bureau of Conveyances, an Additional Security Mortgage dated as of December 22, 2010 and recorded as Document No. 2010-203578 in the State of Hawaii Bureau of Conveyances, Memorandum of Third Modification of Restated Credit Agreement Amending Mortgage dated as of February 23, 2011 and recorded on March 8, 2011 as Document No. 2011-039409 in the State of Hawaii Bureau of Conveyances (collectively, and as the same may be amended, modified, supplemented or replaced from time to time, "Security Instrument") encumbering real property described more particularly therein.

C. The real property which is the subject of the Security Instrument is referred to hereinafter as the "Property".

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D. The Note, Loan Agreement, Security Instrument, this Agreement, the other documents described in the Loan Agreement as Loan Documents, together with all modifications, extensions, renewals and amendments thereto and any document required hereunder, are collectively referred to hereinafter as the "Loan Documents".

E. As of the date hereof, the total outstanding principal balance under the Loan is Thirty Million Six Hundred Thousand and No/100ths Dollars ($30,600,000.00), and the Lender’s maximum commitment under the Loan Agreement is Thirty-Two Million Seven Hundred Twelve Thousand and No/100ths Dollars ($32,712,000.00).

F. By this Agreement, Borrower, Administrative Agent and Lender intend to modify and/or amend certain terms and provisions of the Loan Documents as of the Fifth Modification Effective Date, hereinafter defined.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Administrative Agent and Lender agree, subject to the terms and conditions of this Agreement, as follows:

1. CONDITIONS PRECEDENT. Administrative Agent’s and Lender's obligations under this Agreement are subject to the satisfaction of each and every one of the following conditions precedent:

1.1 There shall exist no Default or Event of Default, as defined in any of the Loan Documents or Other Related Documents, or event, omission or failure of any condition which would constitute a Default after notice or lapse of time, or both.

1.2 Receipt and approval by Administrative Agent of an executed original of this Agreement and any and all other documents, instruments, policies and forms of evidence or other materials which are required pursuant to this Agreement or any of the other Loan Documents or as otherwise required by Administrative Agent, each in form and content acceptable to Lender.

1.3 There shall have occurred no material adverse change, as determined by Administrative Agent in its sole discretion, in the financial condition of Borrower from that which existed as of the August 1, 2011.

1.4 Reimbursement to Lender by Borrower of Lender's costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, whether such services are furnished by Lender's employees or agents or by independent contractors, including, without limitation, appraisal fees of $43,400.00 and reasonable attorneys' fees, documentation costs and charges.

1.5 The representations and warranties contained in this Agreement are true and correct.

1.6 All payments due and owing to Lender and Administrative Agent under the Loan Documents have been paid current as of the Fifth Modification Effective Date of this Agreement.

1.7 Evidence that all taxes or other claims which may become a lien on the Property have been duly filed, paid and/or discharged, except to the extent that such items are being appropriately contested in good faith and an adequate reserve for the payment thereof is being maintained.

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1.8 As of the date hereof, Borrower is in compliance with all terms, covenants and conditions of the Loan Agreement, including, without limitation, all financial and reporting covenants and requirements.

1.9 Evidence that MAUI LAND & PINEAPPLE COMPANY, INC. is in good standing in its state of formation and states where it conducts business.

1.10 Borrower has delivered to Lender a modification fee in the amount of one-half percent (0.50%) of the total commitment amount of the Loan (whether disbursed or undisbursed), as determined on the Maturity Date.

2. REPRESENTATIONS AND WARRANTIES. As a material inducement to Administrative Agent’s and Lender's entry into this Agreement, Borrower represents and warrants to Administrative Agent and Lender as of the Fifth Modification Effective Date and continuing thereafter that:

2.1 FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrower has previously delivered to Administrative Agent all of the relevant formation and organizational documents of Borrower, of the partners, members or joint venturers of Borrower (if any), and all guarantors of the Loan (if any) and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Administrative Agent. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Administrative Agent.

2.2 FULL FORCE AND EFFECT. The Note and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.

2.3 NO DEFAULT. No Default (as defined in the any of the Loan Documents or any of the Other Related Documents), breach or failure of condition has occurred, or would exist with notice or the lapse of time or both, under the Security Instrument, any of the Loan Documents (as modified by this Agreement) or any of the Other Related Documents and that all representations and warranties herein and in the other Loan Documents are true and correct, and shall survive execution of this Agreement.

2.4 TITLE TO THE PROPERTY. Since the recordation date of the Security Instrument (stated above), Borrower has not further encumbered the Property, including, without limitation, by entering into any deed of trust, deed to secure debt or mortgage, ground lease, and/or any option to purchase or right of first refusal with respect to the Property.

2.5 INTERVENING LIENS. The lien of the Security Instrument is a first lien on the property described therein and covered thereby and that this Agreement will not cause intervening liens to become prior to the lien of the Security Instrument. If any intervening lien exists or hereafter arises, Borrower shall cause the same to be released or subordinated to the lien of the Security Instrument, without limiting any other right or remedy available to Administrative Agent or Lender. Borrower has no legal or equitable claim against any mortgagor, trustor or grantor named in the Security Instrument which would be prior to the lien of the Security Instrument, or which would entitle Borrower to a judgment entitling Borrower to an equitable lien on all or any portion of that property prior in lien to the Security Instrument.

3. FIFTH MODIFICATION EFFECTIVE DATE. The date of this Agreement is for reference purposes only. The effective date of the obligations of Borrower and Lender under this Agreement shall be the later of (x) the date all of the conditions precedent defined above have been met to Lender's satisfaction and (y) May 1, 2014 ("Fifth Modification Effective Date").

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4. MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are hereby supplemented and modified to incorporate the following, which shall supersede and prevail over any conflicting provisions of the Loan Documents:

4.1  MODIFICATION OF DEFINITIONS.

(a) Effective as of May 1, 2014, the Loan Agreement is hereby amended by deleting the definition of “Applicable Margin” therefrom and by inserting the following definition in lieu thereof:

““Applicable Margin’ means 3.65%.”

(b) Effective as of May 1, 2014, the Loan Agreement is hereby amended by deleting the definition of “LIBOR” therefrom and by inserting the following definition in lieu thereof:

““LIBOR’ means, with respect to any LIBOR Loan for any Interest Period, the rate of interest obtained by dividing (i) the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two Business Days prior to the first day of the applicable Interest Period by (ii) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Loans is determined or any applicable category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of America). If, for any reason, the rate referred to in the preceding clause (i) does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then the rate to be used for such clause (i) shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two Business Day prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Any change in the maximum rate or reserves described in the preceding clause (ii) shall result in a change in LIBOR on the date on which such change in such maximum rate becomes effective.”

4.2 EXTENSION OF MATURITY DATE. The Maturity Date of the Loan as set forth in the Note, the Loan Agreement and any other Loan Document or Other Related Document is hereby extended to August 1, 2016.

4.3 LIQUIDITY COVENANT. Section 9.1(a) of the Loan Agreement is amended to read as follows:

“(a)          Liquidity. The Borrower shall maintain, as of the end of each calendar quarter, Liquidity of not less than $3,000,000. As used herein, “Liquidity” shall mean the sum of (i) cash, (ii) Cash Equivalents, (iii) publicly traded and publicly quoted marketable securities acceptable to Administrative Agent in its reasonable discretion, (iv) undisbursed commitment under secured lines of credit available to Borrower including, without limitation, under this Loan, and (v) the amount, if any, not to exceed $2,000,000, by which accounts receivable of the Borrower exceed accounts payable of the Borrower, net, in connection with any of the foregoing, of any encumbrance, setoff or claim and minus any unsecured Indebtedness of Borrower.”

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4.4 INDEBTEDNESS. To reflect the agreement of the parties to permit certain additional Indebtedness, Schedule 6.1(g) of the Loan Agreement is amended to add the following:

Description	Commitment	Collateral
Loan from First Hawaiian Bank	Up to $3,500,000.00	Honolua Store TMK (2) 4-2-4-54

4.5 RELEASE PRICES. To reflect the agreement of the parties to modify release prices for certain Release Parcels, Section 6(d) of the Third Amendment is amended modified to (i) reduce the release price for the Honolua Store (TMK (2) 4-2-4-54) to $1,857,000.00 and (ii) provide that the release price for TMK Lot 3-A-2, (2) 4-2-1-46, commonly referred to as the “Plantation Course Maintenance Facility,” shall be zero.

5. HAZARDOUS MATERIALS. Without in any way limiting any other provision of this Agreement, Borrower expressly reaffirms as of the date hereof, and continuing hereafter: (i) each and every representation and warranty in the Loan Documents respecting "Hazardous Materials"; and (ii) each and every covenant and indemnity in the Loan Documents respecting "Hazardous Materials."

6. WAIVERS. In further consideration of Lender entering into this Agreement, Borrower waives, with respect to the Loan, to the fullest extent permitted by law, any and all rights to which Borrower is or may be entitled pursuant to any antideficiency or similar laws, if any, which limit, qualify or reduce Borrower's obligations under the Loan Documents.

7. NON-IMPAIRMENT. Except as expressly provided herein, nothing in this Agreement shall alter or affect any provision, condition, or covenant contained in any of the Loan Documents or affect or impair any rights, powers, or remedies of Lender, it being the intent of the parties hereto that the provisions of the Loan Documents shall continue in full force and effect except as expressly modified hereby.

8. MISCELLANEOUS PROVISIONS.

8.1 Notices. All notices, demands, or other communications under this Agreement and the other Loan Documents shall be in writing and shall be delivered to the appropriate party at the address set forth below (subject to change from time to time by written notice to all other parties to this Agreement). All notices, demands or other communications shall be considered as properly given if delivered personally or sent by first class United States Postal Service mail, postage prepaid, or by Overnight Express Mail or by overnight commercial courier service, charges prepaid, except that notice of Default may be sent by certified mail, return receipt requested, charges prepaid. Notices so sent shall be effective three (3) days after mailing, if mailed by first class mail, and otherwise upon delivery or refusal; provided, however, that non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. For purposes of notice, the address of the parties shall be:

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Borrower:	Maui Land & Pineapple Company, Inc. 200 Village Road Lahaina, Hawaii 96761 Attention: Tim Esaki
Lender:	Wells Fargo Bank, National Association Commercial Real Estate Group  1800 Century Park East 12th Floor Los Angeles, CA 90067 Attention: Jessica D. Henning Loan #: 105088
With a copy to:	Wells Fargo Bank, National Association Minneapolis Loan Center Commercial Real Estate Loan Services 608 2nd Avenue South, 11th Floor Minneapolis, Minnesota 55402 MAC N9303-110 Loan #: 105088 Attention: John Haider Loan Servicing Specialist

Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days notice to the other party in the manner set forth hereinabove.

8.1 No Waiver. No previous waiver and no failure or delay by Lender in acting with respect to the terms of the Note or this Agreement shall constitute a waiver of any breach, default, or failure of condition under the Note, this Agreement or the obligations secured thereby. A waiver of any term of the Note, this Agreement or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

8.2 Severability. If any provision or obligation under this Agreement and the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from the Loan Documents and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of the Loan Documents, provided, however, that if the rate of interest or any other amount payable under the Note or this Agreement or any other Loan Document, or the right of collectibility therefore, are declared to be or become invalid, illegal or unenforceable, Lender's obligations to make advances under the Loan Documents shall not be enforceable by Borrower.

8.3 Time. Time is of the essence of each and every term herein.

8.4 Governing Law and Consent to Jurisdiction. This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the laws of Hawaii without regard to any conflicts of law principles, except to the extent preempted by federal laws. Borrower and all persons and entities in any manner obligated to Lender under the Loan Documents consent to the jurisdiction of any federal or state court within Hawaii having proper venue and also consent to service of process by any means authorized by Hawaii or federal law.

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8.5 Joint and Several Liability. The liability of all persons and entities obligated in any manner hereunder and under any of the Loan Documents shall be joint and several.

8.6 Headings. All article, section or other headings appearing in this Agreement and any of the other Loan Documents are for convenience of reference only and shall be disregarded in construing this Agreement and any of the other Loan Documents.

8.7 Counterparts. To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

8.8 Defined Terms. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings attributed to such terms in the Loan Agreement.

8.9 Rules of Construction. The word "Borrower" as used herein shall include both the named Borrower and any other person at any time assuming or otherwise becoming primarily liable for all or any part of the obligations of the named Borrower under the Note and the other Loan Documents. The term "person" as used herein shall include any individual, company, trust or other legal entity of any kind whatsoever. If this Agreement is executed by more than one person, the term "Borrower" shall include all such persons. The word "Lender" as used herein shall include Lender, its successors, assigns and affiliates.

8.10 Use of Singular and Plural; Gender. When the identity of the parties or other circumstances make it appropriate, the singular number includes the plural, and the masculine gender includes the feminine and/or neuter.

8.11 Exhibits, Schedules and Riders. All exhibits, schedules, riders and other items attached hereto are incorporated into this Agreement by such attachment for all purposes.

8.12 Inconsistencies. In the event of any inconsistencies between the terms of this Agreement and the terms of any of the other Loan Documents, the terms of this Agreement shall prevail.

8.13 Integration; Interpretation. The Loan Documents contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated therein and supersede all prior negotiations or agreements, written or oral. The Loan Documents shall not be modified except by written instrument executed by all parties. Any reference to the Loan Documents includes any amendments, renewals or extensions now or hereafter approved by Lender in writing.

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IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be duly executed as of the date first above written.

“ADMINISTRATIVE AGENT AND LENDER”

WELLS FARGO BANK,

NATIONAL ASSOCIATION

By:	/s/ Jessica D. Henning
	Jessica D. Henning, Vice President

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"BORROWER

"MAUI LAND & PINEAPPLE COMPANY, INC., a

Hawaii corporation

By: /s/ Tim T Esaki

Name: Tim T. Esaki

Title: Chief Financial Officer 

By: /s/ Ryan Churchill

Name: Ryan Churchill

Title: President 

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LEASEHOLD MORTGAGOR CONSENT’S

The undersigned ("Leasehold Mortgagor”) consents to the foregoing Fifth Modification Agreement ("Modification Agreement") and the transactions contemplated thereby and reaffirms its obligations under the Security Instrument (as defined therein).

Without limitation of the foregoing, Leasehold Mortgagor confirms that the Security Instrument continues to secure the Loan as modified and amended by the Modification Agreement, including but not limited to, the payment to Lender of all liability, whether liquidated or unliquidated, defined, contingent, conditional or of any other nature whatsoever, and performance of all covenants and obligations, arising under any Swap Agreement.

Leasehold Mortgagor acknowledges and represents that the Security Instrument is in full force and effect without any defense, counterclaim, right or claim of set-off; and that all necessary action to authorize the execution and delivery of this Consent has been taken. Leasehold Mortgagor hereby represents and warrants that no Default, breach or failure of condition has occurred, or would exist with notice or the lapse of time or both, under the Security Instrument, and that all representations and warranties in the Security Instrument remain true and correct. Since the recordation date of the Security Instrument, Leasehold Mortgagor has not further encumbered the property encumbered thereby (the "Property"), including, without limitation, by entering into any deed of trust, deed to secure debt or mortgage, ground lease, and/or any option to purchase or right of first refusal with respect to the Property. Leasehold Mortgagor represents and warrants that the lien of the Security Instrument is a first lien on the Property and that the Modification Agreement will not cause intervening liens to become prior to the lien of the Security Instrument. If any intervening lien exists or hereafter arises, Leasehold Mortgagor shall cause the same to be released or subordinated to the lien of the Security Instrument without limiting any other right or remedy available to Lender. Leasehold Mortgagor further warrants that Leasehold Mortgagor has no legal or equitable claim which would be prior to the lien of the Security Instrument, or which would entitle Leasehold Mortgagor to a judgment entitling Leasehold Mortgagor to an equitable lien on all or any portion of that property prior in lien to the Security Instrument.

Leasehold Mortgagor further agrees, if requested by Lender, to execute and deliver, in recordable form, an additional document modifying or supplementing the Security Instrument, in form and content acceptable to Lender, to be recorded in the applicable land records and evidencing of record the matters set forth herein.

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Leasehold Mortgagor specifically waives any and all rights and defenses that Leasehold Mortgagor may have because Borrower's debt is secured by real property; this means, among other things, that: (1) Lender may collect from Leasehold Mortgagor without first foreclosing on any real or personal property collateral pledged by Borrower; (2) if Lender forecloses on any real property collateral pledged by Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Lender may collect from Leasehold Mortgagor even if Lender, by foreclosing on the real property collateral, has destroyed any right Leasehold Mortgagor may have to collect from Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Leasehold Mortgagor may have because Borrower's debt is secured by real property. This understanding and waiver is made in addition to and not in limitation of any of the existing terms and conditions of the Security Instrument.

Agreed and Acknowledged:

Dated as of: April 25, 2014

"LEASEHOLD MORTGAGOR"

KAPALUA LAND COMPANY, LTD.,

a Hawaii corporation

By:      /s/ Tim T Esaki

Name:      Tim T. Esaki

Title:      Chief Financial Officer     

By:      /s/ Ryan Churchill

Name:      Ryan Churchill

Title:      President

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EX-10

Exhibit 10.2

thirD amendment to

Loan Agreement

This Third Amendment to Loan Agreement (as amended, restated, supplemented or otherwise modified, this “Agreement”) is entered into as of April 25, 2014 (the “Effective Date”) by and among Maui Land & Pineapple Company, Inc., a Hawaii corporation (“Borrower”), Kapalua Land Company, Ltd., a Hawaii corporation and Maui Pineapple Company, Ltd., a Hawaii corporation (referred to herein collectively as ”Guarantor” and, together with Borrower, the “Credit Parties”), and American AgCredit, FLCA (“Lender”).

RECITALS

A.     Borrower and Lender are party to that certain Loan Agreement dated as of December 22, 2010, as amended by a First Amendment to Loan Agreement dated as of May 10, 2011 and a Second Amendment to Loan Agreement dated as of February 26, 2013 (as it may be further amended, restated, supplemented or otherwise modified, the “Loan Agreement”), pursuant to which Lender has agreed to provide loans and other financial accommodations to Borrower upon the terms and conditions set forth in the Loan Agreement. Capitalized terms used in this Agreement but not defined in this Agreement shall have the meanings given to them in the Loan Agreement.

B.     The Credit Parties have requested that Lender agree to amend the terms of the Loan Agreement.

C.     Lender is willing to do so on the terms and conditions set forth in this Agreement.

In consideration of the foregoing, the parties agree as follows:

ARTICLE I
ACKNOWLEDGMENTS AND CONSENTS

Section 1.1     Affirmation of Recitals. Each Credit Party acknowledges and confirms that each of the recitals set forth above is true and correct.

Section 1.2     Outstanding Indebtedness. Each Credit Party acknowledges and confirms (a) that Exhibit A hereto sets forth, as of the date specified in Exhibit A, the aggregate principal amount of the Loan, and (b) that such amount is not subject to any defense, counterclaim, recoupment or offset of any kind.

Section 1.3     Consent to Amendment of Wells Fargo Loan Documents. Lender consents to Borrower entering into an amendment (the “Wells Fargo Amendment”) to the Wells Fargo Loan Documents, to be effective concurrently with this Agreement, providing for an extension of the maturity date to August 1, 2016, a revolving loan commitment of $32,712,000, and containing only such other terms and conditions as shall be approved by Lender.

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ARTICLE II
AMENDMENTS TO LOAN AGREEMENT

Section 2.1     Amendment to Section 1(a). The following definitions in Section 1(a) of the Loan Agreement are hereby amended and restated to read as follows:

“Applicable Spread” shall mean 4.00%; provided that if the principal balance of the Loan is reduced below Fifteen Million Dollars ($15,000,000), and no Event of Default shall have at any time occurred, the Applicable Spread shall be reduced to three and three-quarters percent (3.75%) commencing on the first day of the first month after the occurrence of such reduction.

“Maturity Date” shall mean August 1, 2016.

“Wells Fargo Facility” shall mean the secured revolving line of credit provided by Wells Fargo Bank to Borrower on or about the Closing Date and extended, renewed, or amended from time to time.

Section 2.2     New Definitions. The following definitions are hereby added to Section 1(a) in appropriate alphabetical order as follows:

“Third Amendment Closing Date” shall mean April 25, 2014.

Section 2.3     Amendment to Section 4(b). Section 4(b) of the Loan Agreement is hereby amended and restated to read as follows:

(b)     Principal Payments; Maturity Date. Except as provided in Section 6(a) Section 6(b), or Section 6(c), the principal balance of the Loan shall be due and payable in full on the Maturity Date; provided, that (i) if the principal balance of the Loan exceeds Seventeen Million Dollars ($17,000,000) on the first anniversary of the Third Amendment Closing Date, Borrower shall make a principal payment on the first anniversary of the Third Amendment Closing Date in such amount as will reduce the principal balance of the Loan to Seventeen Million Dollars ($17,000,000), (b) if the principal balance of the Loan exceeds Fifteen Million Dollars ($15,000,000) on the second anniversary of the Third Amendment Closing Date, Borrower shall make a principal payment on the second anniversary of the Third Amendment Closing Date in such amount as will reduce the principal balance of the Loan to Fifteen Million Dollars ($15,000,000), and (iii) if the Obligations shall become due and payable in accordance with Section 14 or any other provision of this Agreement prior to the scheduled Maturity Date, then the Maturity Date shall be the date on which the Obligations become due and payable.

Section 2.4     Amendment to Section 6(b). Section 6(b) of the Loan Agreement is hereby amended to add the following sentence at the end thereof:

Borrower shall not be required to make a principal prepayment under this section with the proceeds of sale of Borrower’s Lipoa Point Property so long as the Net Non-Collateral Sale Proceeds of such sale are used by Borrower to terminate Borrower’s pension plans.

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Section 2.5     Addition of Section 11(l). A new Section 11(l) is hereby added to the Loan Agreement as follows:

(i) Sale of Lipoa Point Property and Termination of Pension Plans. On or before December 31, 2015, sell Borrower’s Lipoa Point property and use the proceeds of such sale to terminate Borrower’s pension plans.

Section 2.6     Amendment to Section 12(i). Section 12(i) of the Loan Agreement is hereby amended and restated to read as follows:

(i) Indebtedness. Incur any Indebtedness other than the Loan, except for Indebtedness disclosed on the consolidated balance sheet of Borrower and its Subsidiaries dated as of September 30, 2009, provided, however, that (i) Borrower may incur Indebtedness under the Wells Fargo Facility not to exceed $32,712,000 at any time outstanding; (ii) Borrower may incur Indebtedness to First Hawaiian Bank in an amount not to exceed $3,5000,000 at any time outstanding so long as (A) such Indebtedness is non-recourse and is secured solely by an approximately 1.1 acre parcel together with improvements consisting of an approximately 6,599 square foot building known as the Honolulu Store located at 502 Office Road, Kapalua Resort, Maui, Hawaii, and (B) such Indebtedness is on terms substantially the same as those set forth in the term sheet delivered by Borrower to Lender before Borrower’s incurrence of such Indebtedness, and (iii) Borrower may incur up to $250,000 in total Indebtedness outstanding at any time in connection with the acquisition or lease of equipment used in the ordinary course of its business.

Section 2.7     Amendment to Section 12(k). Section 12(k) of the Loan Agreement is hereby amended to replace “$4,000,000” with “$3,000,000.”

Section 2.8     Amendment Fee. In consideration of Lender’s entering into this Agreement, on the Effective Date, Borrower shall pay to Lender a fee (the “Amendment Fee”) in the amount of $100,000. The Amendment Fee shall be fully earned and non-refundable upon the Effective Date.

ARTICLE III
CONDITIONS TO EFFECTIVENESS

Section 3.1     Conditions Precedent. This Agreement shall become effective as of the Effective Date upon the satisfaction of each of the following conditions:

(a)     receipt by Lender of duly executed counterparts of this Agreement from Borrower and each Guarantor;

(b)     receipt by Lender of the Amendment Fee;

(c)     Borrower shall have entered into the Wells Fargo Amendment in the form approved by Lender and delivered a copy thereof to Lender; and

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(d)     if required by Lender, Borrower shall have paid all costs and expenses of Lender in connection with this Agreement, the Loan Documents and the transactions contemplated hereby including an estimate of anticipated closing costs (it being understood that if Lender elects not to require payment prior to closing, Borrower shall pay such amounts upon being billed therefor by Lender).

ARTICLE IV
MISCELLANEOUS

Section 4.1     Representations and Warranties. Each Credit Party hereby represents and warrants to Lender that (a) each Credit Party has the legal power and authority to execute and deliver this Agreement; (b) the officers of each Credit Party executing this Agreement have been duly authorized to execute and deliver the same and bind each Credit Party with respect to the provisions hereof; (c) the execution and delivery hereof by each Credit Party and the performance and observance by each Credit Party of the provisions hereof do not violate or conflict with any organizational document of any Person party hereto or any law applicable to any Credit Party or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against any Credit Party; (d)  no Default or Event of Default exists under the Loan Agreement, nor will any occur immediately after the execution and delivery of this Agreement or by the performance or observance of any provision hereof; (e) no Credit Party is aware of any claim or offset against, or defense or counterclaim to, any of their obligations or liabilities under the Loan Agreement or any other Loan Document; and (f) this Agreement and each document executed by any Credit Party in connection herewith constitute valid and binding obligations of the applicable Person in every respect, enforceable in accordance with their terms.

Section 4.2     Release. Each Credit Party hereby releases, remises, acquits and forever discharges Lender and its employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (collectively, the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the effectiveness of this Agreement, and in any way directly or indirectly arising out of or in any way connected to the Loan Agreement or the Loan Documents (collectively, the “Released Matters”). Each Credit Party acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters.

Each Credit Party hereby waives the provisions of any statute or doctrine to the effect that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Without limiting the generality of the foregoing, each Credit Party hereby waives the provisions of any statute that prevents a general release from extending to claims unknown by the releasing party, including Section 1542 of the California Civil Code which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

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Each Credit Party acknowledges and understands the rights and benefits conferred by such a statute or doctrine and the risks associated with waiver thereof, and after receiving advice of counsel, hereby consciously and voluntarily waives, relinquishes and releases any and all rights and benefits available thereunder, insofar as they apply, or may be construed to apply, to each release set forth herein or contemplated hereby. In so doing, each Credit Party expressly acknowledges and understands that it may hereafter discover facts in addition to or different from those that it now believes to be true with respect to the subject matter of the disputes, claims and other matters released herein, but expressly agrees that it has taken these facts and possibilities into account in electing to make and to enter into this release, and that the releases given herein shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different facts or possibilities.

This release may be pleaded as a full and complete defense and/ or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Credit Party acknowledges that the release contained herein constitutes a material inducement to Lender to enter into this Agreement and that Lender would not have done so but for Lender’s expectation that such release is valid and enforceable in all events.

Section 4.3     Covenant Not to Sue. Each Credit Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Credit Party pursuant to Section 4.2 above. If any Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, such Credit Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Released Party as a result of such violation.

Section 4.4     Loan Documents Unaffected. Except as otherwise specifically provided herein, all provisions of the Loan Agreement and the other Loan Documents shall remain in full force and effect and be unaffected hereby. The parties hereto acknowledge and agree that this Agreement constitutes a “Loan Document” under the terms of the Loan Agreement.

Section 4.5     Guarantor Acknowledgement. Each Guarantor, by signing this Agreement:

(a)    consents and agrees to and acknowledges the terms of this Agreement;

(b)    acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement;

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(c)     represents and warrants to Lender that all representations and warranties made by such Guarantor and contained in this Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and

(d)     acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, such Guarantor consent to this Agreement is not required under the terms of the Loan Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Loan Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Loan Agreement.

Section 4.6     Costs, Expenses and Taxes.     Borrower agrees to pay on demand all costs and expenses of Lender in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other instruments and documents to be delivered hereunder, including the reasonable fees and out-of-pocket expenses of counsel for Lender with respect thereto and with respect to advising Lender as to its rights and responsibilities hereunder and thereunder. Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and any other instruments and documents to be delivered hereunder, including reasonable counsel fees and expenses in connection with the enforcement of rights under this section. In addition, Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and any other instruments and documents to be delivered hereunder, and agrees to save Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. The foregoing agreements shall be in addition to and not in lieu of any similar obligations under the Loan Documents.

Section 4.7     No Other Promises or Inducements. There are no promises or inducements that have been made to any party hereto to cause such party to enter into this Agreement other than those that are set forth in this Agreement. This Agreement has been entered into by each Credit Party freely, voluntarily, with full knowledge, and without duress, and, in executing this Agreement, no Credit Party is relying on any other representations, either written or oral, express or implied, made to any Credit Party by Lender. Each Credit Party agrees that the consideration received by each Credit Party under this Agreement has been actual and adequate.

Section 4.8     No Course of Dealing. Each Credit Party acknowledges and agrees that, (a) this Agreement is not intended to, nor shall it, establish any course of dealing between the Credit Parties and Lender that is inconsistent with the express terms of the Loan Agreement or any other Loan Document, (b) notwithstanding any course of dealing between the Credit Parties and Lender prior to the date hereof, except as set forth herein, Lender shall not be obligated to make any Loan, except in accordance with the terms and conditions of this Agreement and the Loan Agreement, and (c) Lender shall be under any obligation to forbear from exercising any of its rights or remedies upon the occurrence of any Default or Event of Default.

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Section 4.9     No Waiver. Each Credit Party acknowledges and agrees that (a) except as expressly provided herein, this Agreement shall not operate as a waiver of any right, power or remedy of Lender under the Loan Agreement or any other Loan Document, nor shall it constitute a continuing waiver at any time, and (b) nothing herein shall in any way prejudice the rights and remedies of Lender under the Loan Agreement, any Loan Document or applicable law. In addition, Lender shall have the right to waive any condition or conditions set forth in this Agreement, the Loan Agreement or any other Loan Document, in its sole discretion, and any such waiver shall not prejudice, waive or reduce any other right or remedy that Lender may have against any Credit Party.

Section 4.10     Reaffirmation. Each Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Person granted liens on or security interests in any of its property pursuant to any such Loan Document as security for the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each Credit Party hereby acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of Lender, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. Each Credit Party acknowledges that all references in the Loan Agreement to the “Agreement” or the “Loan Agreement” shall mean the Loan Agreement, as amended hereby, and all references in the Loan Documents to the “Loan Agreement” shall mean the Loan Agreement, as amended hereby.

Section 4.11     Survival. All representations, warranties, covenants, agreements, releases and waivers made by or on behalf of any Credit Party under this Agreement shall survive and continue.

Section 4.12     Modification; Waiver. This Agreement may not be modified orally, but only by an agreement in writing signed by the parties hereto. Any provision of this Agreement can be waived, amended, supplemented or modified by written agreement of the parties hereto.

Section 4.13     Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.

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Section 4.14     Entire Agreement. This Agreement sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements, and undertakings of every kind and nature among them with respect to the subject matter hereof.

Section 4.15     Counterparts; Facsimile or Electronic Transmission of Signature. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The manual signature of any party hereto that is transmitted to any other party or its counsel by facsimile or electronic transmission shall be deemed for all purposes to be an original signature.

Section 4.16     Severability Of Provisions; Captions; Attachments; Interpretation. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The captions to Sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof. Words in the singular include the plural and words in the plural include the singular. Use of the term “includes” or “including,” shall mean “including, but not limited to.”

Section 4.17     JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM HEREIN

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

BORROWER:

MAUI LAND & PINEAPPLE COMPANY, INC.

By:           /s/ Tim T Esaki

Name:      Tim T. Esaki

Title:        Chief Financial Officer     

By:           /s/ Ryan Churchill

Name:      Ryan Churchill

Title:        President

GUARANTORS:

KAPALUA LAND COMPANY, LTD.

By:           /s/ Tim T Esaki

Name:      Tim T. Esaki

Title:        Chief Financial Officer     

By:           /s/ Ryan Churchill

Name:      Ryan Churchill

Title:        President

MAUI PINEAPPLE COMPANY, LTD.

By:           /s/ Tim T Esaki

Name:      Tim T. Esaki

Title:        Chief Financial Officer     

By:           /s/ Ryan Churchill

Name:      Ryan Churchill

Title:        President

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Signature Page 1

LENDER:

AMERICAN AGCREDIT, FLCA

By:           /s/ Sean P O’Day

Name:      Sean P. O’Day

Title:        Senior Vice President

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Signature Page 2 

EXHIBIT A

OUTSTANDING PRINCIPAL AMOUNT OF LOAN

As of April 25, 2014: $20,000,000.00

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EX-99

Exhibit 99.1

NEWS RELEASE	Contact:
	Tim T. Esaki (808) 665-5480 tesaki@mlpmaui.com

MAUI LAND & PINEAPPLE REPORTS 1^st QUARTER 2014 RESULTS

KAPALUA RESORT, Hawaii, April 30, 2014 (BUSINESS WIRE) --

Maui Land & Pineapple Company, Inc. (NYSE: MLP) reported a net loss of $0.9 million, or $(0.05) per share, for the first quarter of 2014, compared to a net loss of $1.8 million, or $(0.10) per share for the first quarter of 2013. The Company reported revenues of $2.5 million and $2.6 million during the first quarters of 2014 and 2013, respectively.

The Company had no sales of real estate during the first quarters of 2014 or 2013.

The Company also announced that it has extended the maturity dates of its credit facilities with both of its banks from May 1, 2014 to August 1, 2016.

Additional Information

Additional information with respect to Maui Land & Pineapple Company, Inc. and our 1^st quarter 2014 operating results will be available on our Form 10-Q filed with the Securities and Exchange Commission and our website www.mauiland.com.

About Maui Land & Pineapple Company, Inc.

Maui Land & Pineapple Company, Inc. develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and manages properties, utilities, and a nature preserve at the Kapalua Resort.

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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

	Three Months Ended March 31,
	2014			2013
	(in thousands except
	per share amounts)
OPERATING REVENUES
Real estate
Commissions	$	83		$	96
Leasing		1,312			1,326
Utilities		722			827
Resort amenities and other		352			380
Total Operating Revenues		2,469			2,629
OPERATING COSTS AND EXPENSES
Real estate
Other		305			397
Leasing		550			780
Utilities		573			555
Resort amenities and other		281			190
General and administrative		411			711
Depreciation		584			686
Pension and other postretirement expenses		141			222
Total Operating Costs and Expenses		2,845			3,541
Operating Loss		(376	)		(912	)
Interest expense, net		(477	)		(694	)
Loss from Continuing Operations, net of income taxes of $0		(853	)		(1,606	)
Loss from Discontinued Operations, net of income taxes of $0		(56	)		(209	)
NET LOSS	$	(909	)	$	(1,815	)
Pension, net of income taxes of $0		146			228
COMPREHENSIVE LOSS	$	(763	)	$	(1,587	)
NET LOSS PER COMMON SHARE --BASIC AND DILUTED
Continuing Operations	$	(0.05	)	$	(0.09	)
Discontinued Operations		-			(0.01	)
Net Loss	$	(0.05	)	$	(0.10	)