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Exhibit 10.13    
  


 
 

AMENDMENT NO. 12
  TO
  REAL ESTATE PURCHASE AND SALE AGREEMENT    
  


    THIS AMENDMENT NO. 12 TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Amendment") dated as of July 24, 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, whose interest was assigned to Port Ludlow Associates LLC, a Washington limited liability company
("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,
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, Amendment No. 9 dated
June 13, 2001, Amendment No. 10 dated June 22, 2001, and Amendment No. 11 dated July 5, 2001 (as amended, the "Agreement"), for the purchase and sale of certain
property located in Jefferson County, 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. 



    VI.  EXTENSION OF TIME.  In Section 16.9 of the Agreement (as amended), the date "July 27,
2001," is hereby replaced in each instance by the date "August 1, 2001." 


    VII.  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 July 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 Buyer and 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, and (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 August 10, 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/ TROY D. CROSBY   

	 	 	Print Name:	 	Troy D. Crosby

	 	 	Its:	 	Authorized Representative

	

 	
 	

Date:	
 	

7/27/01

	
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:	 	C.O.O.

	

 	
 	

Date:	
 	

7/27/01




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OLYMPIC PROPERTY GROUP LLC, a Washington limited liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

7/27/01

	

 	
 	

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:	
 	

7/27/01

	

 	
 	

OLYMPIC REAL ESTATE MANAGEMENT, INC., a Washington corporation
	

 	
 	

By:	
 	

/s/ TOM GRIFFIN   

	 	 	Print Name:	 	Tom Griffin

	 	 	Its:	 	Vice President

	

 	
 	

Date:	
 	

7/27/01

	

 	
 	

OLYMPIC RESORTS LLC, a Washington limited liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

7/27/01





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Exhibit 10.13


AMENDMENT NO. 12 TO REAL ESTATE PURCHASE AND SALE AGREEMENT