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Exhibit 10.4    
  


 
 

AMENDMENT NO. 3
  TO
  REAL ESTATE PURCHASE AND SALE AGREEMENT    
  


    THIS AMENDMENT NO. 3 TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Amendment") dated as of February 27, 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"),
and HCV Pacific Partners LLC, a California limited liability company (or its assigns as permitted herein) ("Buyer"), 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, and Amendment No. 2 dated February 14, 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.  INSPECTION PERIOD.  Section 4.1 of the
Agreement is amended to provide as follows: 



The
period beginning on January 12, 2001, and ending on March 27, 2001, shall be the "Inspection Period." 




    III.  CONDITIONS PRECEDENT TO CLOSING.  All conditions precedent to Buyer's obligation to complete the
purchase of the Property under the Agreement (including without limitation those described at Sections 3.1, 5.2, 5.6, 5.8, and  5.10 of the Agreement)
except those described at Sections 5.1, 5.3, 5.4, 5.5, 5.7, 5.9, and  5.11 of the Agreement, shall be deemed satisfied or waived by Buyer unless Buyer shall
deliver to Seller written notice otherwise on or before
March 27, 2001. 


    IV.  NO EXTENSION OF CLOSING BASED ON LACK OF DNR CONSENT TO LEASE ASSIGNMENT.  The last sentence of  Section 5.9 (beginning with the words "If such consent" and ending with the words "(and the parties shall cooperate for such purpose)") and the
last sentence of Section 5.15 of the Agreement (beginning with the words "It is understood" and ending with the words "in the manner described in  Section 5.9
above") are hereby deleted, it being the present understanding of Buyer and Seller that Buyer has sufficient time to obtain DNR
consent to the transfer of the DNR Lease. Closing shall not be extended beyond April 27, 2001, except upon the mutual agreement of Buyer and Seller. 



    V.  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 the Title Company in Seattle, Washington, on April 27, 2001. 




    VI.  SCHEDULES.  Section 16.9 of the Agreement is
amended to provide as follows: 



The
parties acknowledge and agree that, as of the date this Agreement has been executed, some schedules and exhibits have not been completed and agreed upon and the parties have also not agreed upon a
final allocation of the Purchase Price among the Real Property, the Personal Property, and the Olympic Water and Sewer, Inc. stock. The parties agree to review and negotiate such matters
diligently and in good faith, and upon completion and mutual approval of all such schedules, exhibits and other matters, they shall promptly execute an amendment to this 






 


Agreement memorializing such agreements. If all schedules hereto are not approved by the parties in an amendment to this Agreement mutually executed and delivered on or before March      ,
2001, then this Agreement shall terminate, the Earnest Money shall be returned to Buyer, and the parties shall have no further obligations hereunder except under those provisions intended to survive
the termination of this Agreement. 




    VII.  OWSI STOCK PURCHASE AGREEMENT.  The obligations of Buyer and Seller under the Agreement are
expressly conditioned on, and subject to satisfaction of, the following condition
precedent: on or before March      , 2001, Buyer as buyer and Olympic Property Group LLC as seller shall have mutually executed and delivered a Stock Purchase Agreement relating to the
stock of Olympic Water and Sewer, Inc. 


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



	BUYER:	 	HCV PACIFIC PARTNERS LLC, a California

limited liability company
	

 	
 	

By:	
 	

/s/ RANDALL J. VERRUE   

	 	 	Print Name:	 	Randall J. Verrue

	 	 	Its:	 	President & CEO

	

 	
 	

Date:	
 	

2/27/01

	
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 Estate

	

 	
 	

Date:	
 	

2/27/01




2





 

	

 	
 	

OLYMPIC PROPERTY GROUP LLC, a Washington limited liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

2/27/01

	

 	
 	

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:	
 	

2/27/01

	

 	
 	

OLYMPIC REAL ESTATE MANAGEMENT, INC., a Washington corporation
	

 	
 	

By:	
 	

/s/ TOM GRIFFIN   

	 	 	Print Name:	 	Tom Griffin

	 	 	Its:	 	Vice President

	

 	
 	

Date:	
 	

2/27/01

	

 	
 	

OLYMPIC RESORTS LLC, a Washington limited liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

2/27/01





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Exhibit 10.4


AMENDMENT NO. 3 TO REAL ESTATE PURCHASE AND SALE AGREEMENT