FIRST AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT

Exhibit 10.1

Loan No. 0426195000

FIRST AMENDMENT TO

REVOLVING LINE OF CREDIT LOAN AGREEMENT

This First Amendment to Revolving Line of Credit Loan Agreement (this "Amendment") is entered into by and between American AgCredit, FLCA, successor in interest to Pacific Coast Farm Credit Services, ACA ("Lender") and Maui Land & Pineapple Company, Inc., a Hawaii corporation ("Borrower") to be effective as of the 4 th  day of December, 2006 (the "Effective Date").

RECITALS

A.                                    Borrower and Lender entered in to a Revolving Line of Credit Loan Agreement dated September 1, 2005 (the "Credit Agreement") whereby Lender converted a term loan agreement to a revolving line of credit pursuant to the terms and conditions set forth in the Credit Agreement and evidenced by a promissory note dated June 1, 1999 in the amount of Fifteen Million Dollars ($15,000,000.00) (the "Note").

B.                                      Borrower has requested Lender increase the total line of credit as evidenced by the Note and governed by the Credit Agreement to $25,000,000, extend the draw period and extend the maturity date.

C.                                      Lender is willing to increase the total amount available under the line of credit as requested, and extend the draw period and maturity date of the Note, subject to and in accordance with the terms, covenants, conditions and provisions of this Amendment.

• • Accordingly the parties agree as follows:

1.                                        Definitions .  Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as in the Credit Agreement.

• • 1.1                                  The definition of "Consolidated Indebtedness" is hereby deleted, and all references in the Credit Agreement to "Consolidated Indebtedness" are hereby replaced with "Indebtedness for Borrowed Money":

    • • "Indebtedness for Borrowed Money" shall mean any indebtedness or obligation or liability to repay borrowed monies, whether matured or unmatured, liquidated or unliquidated, direct or contingent, joint or several, including, without limitation, all such indebtedness guaranteed, directly or indirectly, in any manner, or endorsed (other than for collection or deposit in the ordinary course of business) or discounted with recourse.

    1.2                                  The definition of "Thirty-Day Fixed Rate Tranche" is hereby deleted in its entirety and replaced with the following definition, and all references in the Credit Agreement to "Thirty-Day Fixed Rate Tranche" are hereby replaced with "One-Month Fixed Rate Tranche":

    • • "One-Month Fixed Rate Tranche" shall mean a Fixed Rate Tranche utilizing a fixed rate Interest Period of one month, established pursuant to Section 3.

    1.3                                  The definition of "Subsidiary" is hereby deleted in its entirety and replaced with the following definition:

    • • "Subsidiaries" shall mean 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 the Borrower.

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• • 1.4                                  The following terms are defined as follows:

    • • "Draw Period" shall mean the period of time during which the Borrower may receive Advances under the Credit Agreement.

        "Farm Credit Discount Note Rate" shall mean, at any time, the all-in cost paid by U.S. AgBank, FCB (or by its successor or the then applicable funding source for Lender) on Farm Credit Discount Notes for the Interest Period selected, determined as of the second Business Day prior to the end of each calendar month as made available by the Federal Farm Credit Funding Corporation or its successor.

        "Loan Documents" shall mean the Note, Credit Agreement, Mortgage, all guaranties of the Loan and all other documents and instruments that evidence and/or secure the Loan, all as amended from time to time.

        "Mortgage" shall mean the Mortgage, Assignment of Rents, Security Agreement, Financing Statement and Fixture Filing, dated December 30, 1998, executed by Borrower in favor of Pacific Coast Farm Credit Services, ACA, as mortgagee, and recorded December 30, 1998 as Document No. 98-196978, Bureau of Conveyances, State of Hawaii ("Official Records"), as amended by that certain Confirmation, Modification and Partial Release of Mortgage, Assignment of Rents, Security Agreement, Financing Statement and Fixture Filing, dated June 1, 1999 and recorded June 1, 1999 as Document Nos. 99-087348 through 99-087349 of the Official Records, as now or hereafter amended from time to time.

2.                                        Conditions Precedent.  The release, substitution, waiver, and amendment are hereby granted provided that the following conditions precedent are satisfied by no later than December 15, 2006:

• • 2.1                                  Execution and delivery to Lender of the following documents and instruments to be executed and, where applicable, acknowledged by Borrower and Guarantors:

    • • (a)                                   This First Amendment to Revolving Line of Credit Loan Agreement

        (b)                                  First Amendment to Promissory Note

        (c)                                   Notice of Advance under Mortgage and Amendment to Mortgage*

        • • * Please note, this document must be acknowledged before a Notary Public.

    2.2                                  Issuance and delivery to Lender of an additional advance endorsement to Lender’s existing Title Insurance Policy in the form and amount satisfactory to Lender insuring the continuing priority of the lien on the real property described in the Mortgage.

    2.3                                  Payment by Borrower of an amendment fee in the amount of $62,500.00.

    2.4                                  Payment by Borrower of all title company fees, appraisal fees, attorney’s fees, recording fees, and tax service and other similar out-of-pocket expenses associated with this request.

    2.5                                  Lender’s receipt of the following documents, each of which must be satisfactory to Lender in its sole discretion:

    • • (a)                                   Disclosure Schedule setting forth any exceptions to Borrower’s representations and warranties herein, existing loans made by Borrower to third parties, Permitted Encumbrances, and all subsidiaries owned by Borrower and all partnerships and joint ventures in which Borrower is engaged.

        (b)                                  Current Preliminary Title Reports

        (d)                                  Copies of all public filings and disclosures made by Borrower since September 1, 2005.

        (e)                                   A certificate, duly executed by the Secretary or an Assistant Secretary of Borrower confirming the due authorization of the execution and delivery of this

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• • • • Amendment, the First Amendment to Promissory Note and the Notice of Advance under Mortgage and Amendment to Mortgage by Borrower and the adoption of all resolutions necessary or appropriate to establish such authorization (attaching thereto copies of all such resolutions).

        (f)                                     A certificate, duly executed by the Secretary or an Assistant Secretary of each Guarantor confirming the due authorization of the execution and delivery of this Amendment by that Guarantor and the adoption of all resolutions necessary or appropriate to establish such authorization (attaching thereto copies of all such resolutions).

        (g)                                  Evidence that all governmental consents, permits, approvals or withholding of objections, appropriate or necessary to complete the financing contemplated herein have been obtained.

        (h)                                  The favorable opinion of Borrower’s and Guarantors’ counsel (who shall be reasonably acceptable to Lender) as to the due execution, authorization and enforceability of the Loan Documents, including this Amendment, the First Amendment to Promissory Note, the Notice of Advance u