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Exhibit 10.11    
  


 
 

AMENDMENT NO. 10
  
    TO
  
    REAL ESTATE PURCHASE AND SALE AGREEMENT    
  


    THIS AMENDMENT NO. 10 TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Amendment") dated as of June 22, 2001, is made by and between Pope Resources, a
Delaware limited partnership, its wholly owned subsidiary Olympic Property Group LLC, a Washington limited liability company, and its wholly owned subsidiaries Olympic Real Estate Development LLC, a
Washington limited liability company, Olympic Real Estate Management, Inc., a Washington corporation, and Olympic Resorts LLC, a Washington limited liability company (collectively "Seller"),
HCV Pacific Partners LLC, a California limited liability company (or its assigns as permitted herein) ("Buyer"), and Port Ludlow Associates LLC, a Washington limited liability company (or its assigns
as permitted herein) ("Assignee"), regarding that certain Real Estate Purchase and Sale Agreement dated January 12, 2001, between Buyer and Seller, as amended by Amendment No. 1 dated
February 8, 2001, Amendment No. 2 dated February 14, 2001, Amendment No. 3 dated February 27, 2001, Amendment No. 4 dated March 26, 2001, Amendment
No. 5 dated May 15, 2001, Amendment No. 6 dated May 18, 2001, Amendment No. 7 dated May 25, 2001, Amendment No. 8 dated June 1, 2001, and
Amendment No. 9 dated June 13, 2001 (as amended, the "Agreement"), for the purchase and sale of certain property located in Jefferson and Pierce Counties, Washington, described therein
(the "Property"). 


    I.  EFFECT OF AMENDMENT.  This Amendment amends and modifies the Agreement. In the event of any conflict
between the Agreement and this Amendment, this Amendment shall control. Except as contained within the Agreement and this Amendment, there are no other agreements or understandings between Buyer and
Seller relating to the Property. Capitalized terms not otherwise defined herein shall have the meanings given them under the Agreement. 


    II.  EXTENSION OF TIME.  In Sections XII and XIII of Amendment No. 5 (as amended) and in
Section 16.9 of the Agreement (as amended), the date "June 22, 2001," is hereby replaced in each instance by the date "June 29, 2001." In Section XIX of Amendment
No. 5 (as amended), the date "June 22, 2001," is hereby replaced by the date "June 29, 2001." 


    II.  CLOSING DATE.  Section 7.1 of the Agreement
is amended to provide as follows: 




The
Closing hereunder (the "Closing" or the "Closing Date") shall be held at the offices of Davis Wright Tremaine LLP in Seattle, Washington, on June 27, 2001, or earlier upon the mutual
agreement of Buyer and Seller. The Closing Date shall be postponed to the extent necessary (a) to enable Seller to provide all governmental and third-party notices at least two
(2) business days prior to the Closing Date, (b) to enable Seller to obtain all governmental and third-party consents required under the DNR Lease, the Contracts, and all applicable
laws, regulations, and ordinances, at least two (2) business days prior to the Closing Date, (c) to enable Buyer to obtain new temporary retail liquor licenses under applicable statutes
to permit the sale of liquor at the Harbormaster Restaurant, Heron Beach Inn, Port Ludlow Marina, and Port Ludlow Golf Course after Closing; (d) to allow for the satisfaction or waiver of all
remaining conditions precedent to Closing, provided, however, that the Closing Date shall not be postponed beyond June 29, 2001, except upon the prior written approval of Buyer and Seller. 





    Except
as expressly amended by this Amendment, the Agreement is hereby ratified and confirmed and shall remain in full force and effect. 





 


	BUYER:	 	PORT LUDLOW ASSOCIATES LLC, a

Washington limited liability company
	

 	
 	

By West Coast Northwest Pacific Partners LLC, a

Washington limited liability company, its manager
	

 	
 	

By:	
 	

/s/ RANDALL J. VERRUE   

	 	 	Print Name:	 	Randall J. Verrue

	 	 	Its:	 	President

	 	 	Date:	 	6/22/01






	SELLER:	 	POPE RESOURCES L.P., a Delaware limited

partnership, by POPE MGP, Inc., a Delaware

corporation, its managing general partner
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	V.P. Real Estates

	

 	
 	

Date:	
 	

6/22/01






	 	 	OLYMPIC PROPERTY GROUP LLC, a

Washington limited liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

6/22/01






	 	 	OLYMPIC REAL ESTATE DEVELOPMENT

LLC, a Washington limited liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

6/22/01





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	 	 	OLYMPIC REAL ESTATE MANAGEMENT, INC.,

a Washington corporation
	

 	
 	

By:	
 	

/s/ TOM GRIFFIN   

	 	 	Print Name:	 	Tom Griffin

	 	 	Its:	 	Vice President

	

 	
 	

Date:	
 	

6/22/01






	 	 	OLYMPIC RESORTS LLC, a Washington limited

liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

6/22/01





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Exhibit 10.11


AMENDMENT NO. 10 TO REAL ESTATE PURCHASE AND SALE AGREEMENT