SECOND OMNIBUS AMENDMENT TO CONSTRUCTION LOAN DOCUMENTS

referred to as the “ Project ”.

D.            LBHI, as lender, and Borrower, as borrower, entered into a Construction Loan Agreement, dated as of July 14, 2006, as amended from time to time (the “ Original Construction Loan Agreement ”), pursuant to which LBHI agreed to make a loan to Borrower in the aggregate amount of up to $370,000,000 to finance in part the construction of the Project (the “ Original Loan ”).

E.             LBHI and Borrower entered into a Note Splitter and Reaffirmation Agreement, dated as of January 26, 2007, pursuant to which the original note delivered by Borrower pursuant to the Original Construction Loan Agreement was split, divided and apportioned into the following six separate promissory notes delivered by Borrower to LBHI: (i) the Amended, Severed and Restated Promissory Note (Note A-1) in the principal amount of $30,000,000 (the “ Split Note A-1 ”), (ii) the Amended, Severed and Restated Promissory Note (Note A-2) in the principal amount of $25,000,000 (the “ Split Note A-2 ”); (iii) the Amended, Severed and Restated Promissory Note (Note A-3) in the principal amount of $25,000,000 (the “ Split Note A-3 ”); (iv) the Amended, Severed and Restated Promissory Note (Note A-4) in the principal amount of $15,000,000 (the “ Split Note A-4 ”); (v) Amended, Severed and Restated Promissory Note (Note A-5) in the principal amount of $255,000,000 (the “ Split Note A-5 ” and together with Note A-1, Note A-2, Note A-3 and Note A-4, collectively, the “ Split A Notes ”); and (vi) the Amended, Severed and Restated Promissory Note (Note B) in the principal amount of $20,000,000 (the “ Split Note B ”, and collectively with the Split A Notes, the “ Split Notes ”).

F.             Pursuant to Assignment and Assumption Agreements, each dated February 1, 2007, LBHI subsequently assigned the Split Note A-1 to Central Pacific, the Split Note A-2 to Landesbank Sachsen Girozentrale (predecessor in interest to LBBW) and the Split Note A-3 to Deutsche Hypo.  LBHI retained the Split Note A-4, the Split Note A-5 and the Split Note B.  Swedbank subsequently became the assignee and successor-in-interest to the Split Note B.

G.            Pursuant to the Co-Lending Agreement, dated as of February 1, 2007, as amended from time to time (the “ Co-Lending Agreement ”), among LBHI, as agent, and the holders of the Split Notes, the holders of the Split Notes appointed LBHI as agent for the holders of the Split Notes (in such capacity, the “ Prior Agent ”).

H.            Pursuant to a Master Assignment and Assumption and Modification Agreement, dated as of the date hereof, among Prior Agent, the holders of the Split

2

Notes, the Lenders and Borrower, the holders of the Split Notes assigned their outstanding loans and a portion of their funding commitments under the Original Construction Loan Agreement to the Lenders and the remaining portion of the unfunded loan commitment of the Split Note Holders under the Original Construction Loan Agreement was cancelled, and a portion of the outstanding balance of the Split Note B was repaid.

I.              Pursuant to a letter agreement dated as of the date hereof among Borrower, the Lenders and the Prior Agent as resigning agent and the Agent as successor agent, (i) the Prior Agent resigned as agent for the Lenders, (ii) Agent was appointed the successor agent for the Lenders and (iii) the Prior Agent assigned to the Agent its rights and privileges as agent under the Co-Lending Agreement and the Loan Documents.

J.             Borrower, the Lenders and Agent have entered into an Amended and Restated Construction Loan Agreement (the “ Amended and Restated Loan Agreement ”), dated as of the date hereof, which amends and restates the Original Loan Agreement in its entirety and supersedes and terminates the Co-Lending Agreement.

K.            Borrower, Agent, the Lenders, Guarantors, Holdings, Exclusive Resorts, and MII hereto desire to modify and amend the Loan Documents in the manner hereinafter set forth.

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Agent, the Lenders, Guarantors, Holdings,  Exclusive Resorts and MII, intending to be legally bound, do hereby covenant and agree as follows:

1.             Recitals and Definitions . The recitals set forth herein are true and accurate and are incorporated herein by reference. Capitalized terms which are not specifically defined herein shall have the meanings set forth in the Amended and Restated Loan Agreement.

2.             Amendments to Loan Documents .  The Loan Documents, other than the Amended and Restated Loan Agreement, are hereby amended, supplemented and modified as of the date hereof as follows:

(a)           All references in the Loan Documents to the “Note” shall mean and refer, collectively, to the Facility A Notes, the Facility B-1 Notes, the Facility B-2 Notes,

3

the Facility C-1 Notes and the Facility C-2 Notes.

(b)           All references in the Loan Documents to the “Loan” shall mean the Loans.

(c)           All references in the Loan Documents to the “Loan Documents” shall mean the Loan Documents.

(d)           All references in the Loan Documents to the “Loan Agreement” shall mean the Original Loan Agreement, as amended and restated by the Amended and Restated Loan Agreement, as the same may be amended, modified and supplemented from time to time.

(e)           All references in the Loan Documents to the “CM Agreement” shall mean the Project Management Development Agreement between Kapalua Bay, LLC and The Ritz Carlton Development Company, Inc. dated as of October 1, 2004, as amended by the First Addendum to Project Management Development Agreement, dated as of January 21, 2009, as the same may be further amended, modified and supplemented from time to time.

(f)            All references in the Loan Documents to any Loan Document shall be deemed to mean such Loan Document, as modified by this Second Amendment or the Second Omnibus Amendment to Recorded Construction Loan Documents dated as of the date hereof (the “ Second Amendment to Recorded Loan Documents ”), as the case may be, as the same may be further amended, modified and supplemented from time to time.

(g)           Each reference to “Lender” under any Loan Document, other than the Amended and Restated Loan Agreement and other than the Notes, shall mean (i) in the context of any reference to the Loans or to the Notes, the Lenders or a Lender, as the context may require, and (ii) in all other respects, Central Pacific, as Agent, and its successors and assigns in such capacity.

(h)           All notices to be sent to “Lender” under any Loan Document, other than the Amended and Restated Loan Agreement and other than the Notes, shall be sent to Agent, as follows:

Central Pacific Bank, as Agent

220 South King Street, Suite 2000

Honolulu, Hawaii 96813

4

Attention: Ryan M. Harada

Telecopy: 808-544-0719

Telephone: 808-544-0714

With a copy to:

TriMont Real Estate Advisors, Inc.

Monarch Tower

3424 Peachtree Road NE, Suite 2200

Atlanta, Georgia 30326

Attention: Nancy A. Wilson

Telecopy: 404-582-8759

Telephone: 404-954-5284

(i)            The rules of construction set forth in Section 2.2 of the Amended and Restated Loan Agreement shall apply to each Loan Document as if fully set forth therein.

3.             Amendments to Pledge of Accounts, Security Agreement and Rights to Payment .  The Pledge of Accounts, Security Agreement and Rights to Payment is hereby amended as of the date hereof as follows:

(a)               Section 1 is hereby restated as follows:

“1.  PLEDGE OF ACCOUNTS AND GRANT OF SECURITY INTEREST .  For valuable consideration, the undersigned, KAPALUA BAY LLC , a Delaware limited liability company (“ Debtor ”), hereby assigns and pledges to CENTRAL PACIFIC BANK , a Hawaii bank (“ Agent ”), and hereby grants, assigns and transfers to Agent a security interest in the following property, rights, agreements, escrow accounts, deposit accounts, accounts receivable, chattel paper, instruments, documents and general intangibles or other rights to payment (collectively called the “ Collateral ”):

(i)  all Condominium Deposit Accounts, including, without limitation, Escrow Agent’s Account No. 0003-232433 at Bank of Hawaii, in their 130 Merchant Street, Honolulu, HI 96813, branch (collectively, the “ Accounts ”), which now or hereafter may be

5

held for Debtor, including by First American Title Company, Inc., as agent (“ Escrow Agent ”) and all certificates and instruments, if any, from time to time representing or evidencing the Condominium Deposits, as well as all Contract Deposits held in the Accounts to the extent permitted under applicable law;

(ii)  the Condominium Release Payment Account and all amounts held in such account;

(iii)  the Facility A Excess Proceeds Account and all amounts held in such account;

(iv)  the Expense Reserve Account and all amounts held in such account; and

(v)  to the extent not otherwise included, all Proceeds and products of any of the foregoing.

For purposes of this Agreement, “ Proceeds ” shall mean all renewals thereof, including all securities, guaranties, warranties, indemnity agreements, insurance policies, purchase and upgrade agreements, and other agreements pertaining to the same or the property described therein, together with whatever is receivable or received when any of the Collateral or proceeds thereof are sold, collected, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, (a) all accounts, contract rights, chattel paper, instruments, general intangibles and rights to payment of every kind now or at any time hereafter arising from any such sale, lease, collection, exchange or other disposition of any of the foregoing, (b) all rights to payment, including returned premiums, with respect to any insurance relating to any of the foregoing, and (c) all rights to payment with respect to any cause of action affecting or relating to any of the foregoing (hereinafter called “ 4Proceeds ”).”

(b)              All references to “Default Interest Rate” shall mean the “Default Rate”.

6

(c)               All references to “Purchasers” shall mean the purchasers under any Contract of Sale.

(d)              All references to “Residence Apartments Purchase Agreements” shall mean the Contracts of Sale.

(e)               All references to “Sales Agreement Deposits” shall mean Contract Deposits.

(f)               All references to “Sales Deposit Escrow Account” shall mean the Condominium Deposit Account.

4.             Environmental Indemnity .  The Environmental Indemnity is hereby amended as of the date hereof by deleting “Article 23 of the Loan Agreement” in Section 17 and inserting in lieu thereof “Article XXIV of the Loan Agreement.”

5.             Completion Guaranty .  The Completion Guaranty is hereby amended as of the date hereof as follows:

(a)               Section 4 is amended by deleting “Section 12.1 of the Loan Agreement” and inserting in lieu thereof “Section 11.1 of the Loan Agreement.”

(b) &