Exhibit 99.1
SECOND AMENDMENT TO
ACQUISITION AGREEMENT
This Second
Amendment to Acquisition Agreement (the “Amendment”)
is executed as of November
23, 2007, by Mac Farms of Hawaii, LLC, a Delaware limited liability
company ( “Mac
Farms”) and Kapua Orchard Estates, LLC, a Delaware
limited liability company ( “Kapua”),
(both collectively
sometimes called “Seller”),
and ML Macadamia Orchards,
L.P. ( “MLP”
or
“Buyer”),
a Delaware limited
partnership, with reference to the following facts:
A.
Effective as of May 24, 2007, Mac Farms, Kapua and Buyer executed
an Acquisition Agreement, as amended, (the “Agreement”)
providing for the
acquisition by Buyer of certain personal property assets and the
subleasing, leasing or otherwise acquiring rights of use from
Seller for those real property assets used by Seller in connection
with its macadamia nut operations, all as more particularly set
forth in the Agreement. Unless otherwise defined herein, the
capitalized terms in this Amendment shall have the same meaning as
set forth in the Agreement.
B.
In order to prepare the necessary financial statements for
inclusion in the Buyer’s Proxy Statement, the Parties have
agreed to extend the time for closing the transaction, to take such
other actions as set forth in this Amendment and to amend the
Agreement as set forth in this Amendment.
NOW, THEREFORE, the
Parties have agreed as follows:
1.
Section 2.6 of the Agreement is amended solely to change the
date “December 31, 2007” to February 15,
2008.
2.
Section 2.8(d) of the
Agreement is amended solely to change the date “December 31, 2007” to
February 15, 2008.
3.
The last sentence of
Section 2.9 of the Agreement is amended in its entirety to read as
follows:
“For
example, if the Average Closing Price is $4.67, and the Floor Price
is $4.72, then Buyer would pay an additional $32,500 in cash as the
Unit Price Adjustment ($0.05 multiplied by
650,000) on the Closing
Date.”
4.
The first sentence of Subsection 5.9(d) is amended in its entirety
to read as follows:
“Seller
(wit
