Exhibit
10.68


 


AMENDMENT
NO. 1 TO SUBORDINATION AND RELEASE AGREEMENT


 


THIS AMENDMENT NO. 1 TO SUBORDINATION AND RELEASE
AGREEMENT is executed as of April 25, 2002, by and between PORT LUDLOW
ASSOCIATES LLC, a Washington limited liability company, as Grantor, and POPE
RESOURCES, a Delaware limited partnership, as Beneficiary.


 


RECITALS


 


A.  Beneficiary
and Grantor are parties to that certain Subordination and Release Agreement
dated as of August 8, 2001 (the “Original Subordination”) pertaining to the
subordination of the lien of a security instrument identified as the “Pope Deed
of Trust” and partial releases from the lien of such Pope Deed of Trust.  In connection with its development and
construction of residential lots encumbered by the Pope Deed of Trust, Grantor
has asked Beneficiary to execute and deliver that certain Subordination
Agreement of even date herewith in favor of Grantor’s construction lender,
Prism Mortgage Company (the “Prism Subordination”).  Under the Prism Subordination, the lien of the Pope Deed of Trust
and certain other rights of Beneficiary would be subordinated to liens and
rights of Prism Mortgage Company. 
Beneficiary contends that Beneficiary has no legal obligation to execute
or deliver the Prism Subordination because it is inconsistent with the Original
Subordination; Grantor disagrees with Beneficiary’s contention.


 


B.  The parties
wish to execute this Amendment for the purpose of amending and supplementing
the terms and provisions of the Original Subordination and implementing various
loan tests and standards set forth in the Original Subordination in conjunction
with the execution and delivery of the Prism Subordination and other documents
in favor of Prism Mortgage Company. 
Beneficiary has executed the Prism Subordination concurrently with
execution of this Amendment in reliance upon the supplemental terms and
protections set forth below in this Amendment.


 


NOW, THEREFORE, in consideration of Beneficiary’s
execution and delivery of the Prism Subordination and the mutual covenants set
forth herein, the parties do agree as follows:


 


AGREEMENT


 


1.  Terms.  As used below, the terms “Senior Loan
Agreement,” “Senior Loan Documents,” “Junior Obligation Documents,” and “Junior
Deed of Trust” shall have the meaning set forth in the Prism
Subordination.  “Property” means the
residential lots and any related property encumbered by the Pope Deed of Trust
from time to time.  All other
capitalized terms below not otherwise defined in this Amendment shall have the
meaning set forth in the Original Subordination.


 


2.  Pope
Note.  Reference is hereby made to
that certain Promissory Note dated August 8, 2001, given by Grantor as maker to
Beneficiary as holder, in the original principal amount of


 


1

















 


US$5,814,742.00 (the “Pope Note”). 
As of April 17, 2002, the unpaid principal balance due under the Note
was US$3,666,301.91, and the unpaid accrued interest due under the Pope Note
was US$2,008.92.  In partial
consideration of Beneficiary’s execution and delivery of the Prism
Subordination, Grantor agrees to pay Beneficiary upon the recordation of the
Prism Subordination the sum of US$120,000.00 (the “Prepayment”) in partial
payment of amounts due under the Pope Note. 
The Prepayment shall be applied first to accrued interest and secondly
to the unpaid principal balance due under the Pope Note.


 


3.  Grantor’s
Covenants.  Grantor hereby covenants
to Beneficiary and agrees as follows:


 


(a)  As used in
this Amendment, “Aggregate Secured Indebtedness” means the total dollar amount
of all monetary obligations secured by liens against the Property subject to
the Pope Deed of Trust (other than liens for non-delinquent property taxes and
assessments and homeowners association dues), including without limitation all
principal, interest, late charges, and other sums due under the Senior Loan
Documents and Junior Obligations.


 


(b)  As used in
this Amendment, “Aggregate Value” means the aggregate value of the Property
subject to the Pope Deed of Trust determined from time to time as follows:


 


(i)  The value of each of the 49 detached
single-family residential lots within the Property except any lots within the
Plat of Ludlow Bay Village shall be as set forth under the column “Wholesale
Value” on the attached Exhibit B (“Wholesale Value of Single Family
Residential Lots (Excluding Ludlow Bay Village Lots)”).


 


(ii)  The value of each of the 4 detached
single-family residential lots within the Plat of Ludlow Bay Village shall be
US$87,500.00.


 


(iii)  The value of each of the 40 townhome lots
within the Plat of Ludlow Bay Village shall be as set forth under the column
“Wholesale Value” on the attached Exhibit C (“Wholesale Value of Ludlow
Bay Village Townhome Lots”).


 


(iv)  All construction labor and materials
provided to any lot within the Property after the date hereof shall increase
the value of that lot by an amount equal to the actual cost to Grantor of such
labor and materials


 


(v)  The value of any lot containing either a
detached single-family residence or attached townhome that is substantially
completed after the date hereof shall be increased by 15 percent.


 


(vi)  Notwithstanding the foregoing, if any lot
within the Property is subject to a bona fide sales contract negotiated at
arm’s length with an unrelated party, the value of such lot shall be the
contract sales price.


 


The Aggregate Value of the Property as of the date
hereof shall be US$12,204,000.  At the
request of either Grantor or Beneficiary, any dispute under this


 


2

















 


subsection 3(b) regarding the Aggregate Value of the Property after the
date hereof shall be resolved by binding arbitration before the Seattle,
Washington, office of JAMS.  Prior to
such arbitration, each party shall submit to the other their assertion of
Aggregate Value of the Property as of the date of the written request for
arbitration.  The parties shall
cooperate and make diligent good faith efforts to cause such arbitration to
take place within 15 days after written request by either party, and the party
whose assertion of Aggregate Value is furthest from the actual Aggregate Value
as determined by the JAMS arbitrator shall pay the fees and costs payable to
JAMS.


 


(c)  The
Aggregate Secured Indebtedness shall not exceed at any time eighty percent
(80%) of the Aggregate Value.  If at any
time the Aggregate Secured Indebtedness exceeds eighty percent (80%) of the
Aggregate Value, then Grantor shall be in default under the Junior Obligation
Documents unless cured within five (5) business days.


 


(d)  Except
with respect to the initial construction draw request, Grantor shall deliver to
Beneficiary at least five (5) business days prior written notice of all
construction draw requests under the Senior Loan Agreement, copies of all draw
request documents, and a certificate executed by Grantor in the form of Exhibit
A (the “Draw Certificate”) that the amount to be drawn in addition to all
other monetary obligations secured by liens against the Property shall not
cause the Aggregate Secured Indebtedness to exceed eighty percent (80%) of the
Aggregate Value of the Lots.  Grantor
shall give Beneficiary copies of all notices received from Prism within three
(3) business day after Grantor’s receipt. 
Grantor shall prepare and deliver to Beneficiary on or before the first
day of each calendar month a certificate executed by Grantor containing the
following descriptions, amounts, and statements as such date: (a) a description
of each lot within the Property subject to a pending purchase and sale agreement
and the expected date of closing, (b) a description of each lot within the
Property sold within the prior month, (c) the value of each lot within the
Property, measured in the same manner as the Aggregate Value of all of the
lots, (d) the Aggregate Value, (e) the Aggregate Secured Indebtedness, (f) the
amounts of any draw requests under the Senior Loan Agreements anticipated
within the following month, (g) a description of the lots within the Property
to which such draws will be applied, and (h) a statement in the form of the
Draw Certificate that the Aggregate Secured Indebtedness does not exceed eighty
percent (80%) of the Aggregate Value.


 


(e)  Grantor
shall suspend borrowing under the Senior Loan Agreement upon Beneficiary’s
written request if Beneficiary reasonably determines at any time, under the
documents provided by Grantor or otherwise, that the Aggregate Secured
Indebtedness exceeds eighty percent (80%) of the Aggregate Value, until such
time as Grantor can show to Beneficiary’s reasonable satisfaction that the
Aggregate Secured Indebtedness does not (or, in connection with any anticipated
draw request, will not) exceed the Aggregate Value.


 


(f)  Grantor
shall not submit to Prism Mortgage Company, its successors and assigns, any
draw request not approved in advance by Beneficiary.  Beneficiary shall be deemed to have approved any draw request
received by it at least five (5) business days prior to delivery to Prism
Mortgage Company if Beneficiary does not deliver to Grantor written notice of
disapproval within five (5) business days after its receipt of such draw
request.


 


3

















 


(g)  Grantor
covenants and agrees, in the case of any sale, transfer, or conveyance of title
to any lot, parcel, or tract within the Property in a bona fide sales
transaction, to pay to Beneficiary upon the closing of such sale, transfer, or
conveyance a sum equal to the Release Price applicable to such lot as set forth
in the Original Subordination as amended herein, in partial repayment of
accrued interest, principal, and other amounts due under the Junior Note.  Any failure by Grantor to pay to Beneficiary
any Release Price due under the Original Subordination as amended herein upon
closing of a sale, transfer, or conveyance of any portion of the Property shall
(i) not release Grantor from liability for payment of such Release Price and
for all other sums payable under the Junior Obligation Documents, regardless
whether Beneficiary has released the lien of the Junior Deed of Trust as to
such portion, and (ii) shall (if not cured within the time allowed under
Section 4 of the Original Subordination) constitute a default under the Junior
Obligation Documents.


 


(h)  Any
default by Grantor in the performance of any obligation owing to Beneficiary
under this Amendment also shall constitute a default by Grantor under the
Original Subordination and each of the other Junior Obligation Documents
(subject to any cure rights under the Junior Obligation Documents).


 


4.  Revised
Partial Release Prices.  In
consideration of the need to make post-closing adjustments under the Real
Estate Purchase and Sale Agreement dated January 12, 2001, between Grantor as
Buyer-Assignee and Beneficiary as Seller, as amended, and for other good and
valuable consideration, the Release Prices described in Section 2 of the
Original Subordination, which are set forth on Exhibit B to the Original
Subordination, shall be increased as set forth on Exhibit D hereto.


 


5.  Performance
of Obligations.  Each of the parties
agrees and acknowledges that to its actual present knowledge both parties have
satisfactorily performed their respective obligations under the Original
Subordination.


 


6.  Interpretation.  This Amendment amends and modifies the
Original Subordination.  In the event of
any conflict between the terms and provisions of this Amendment and the terms
and provisions of the Original Subordination, the terms and provisions of this
Amendment shall control.  Except as
otherwise provided herein, all terms and provisions of the Original
Subordination remain unmodified and in full force and effect.


 


4

















 


IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first written above.


 


	
   

  	
  Grantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PORT LUDLOW ASSOCIATES
  LLC,

  a Washington limited liability company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  Olympic Pacific Partners LLC, as its
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its: President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Beneficiary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POPE RESOURCES,

  a Delaware limited partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Pope MGP, Inc.,

  	
   

  
	
   

  	
  a Delaware corporation,

  as its managing general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its: President

  	
   

  



 


EXHIBITS:


 


	
  A

  	
   

  	
  -

  	
   

  	
  Form of Draw
  Certificate

  
	
  B

  	
   

  	
  -

  	
   

  	
  Wholesale Value of
  Single Family Residential Lots (Excluding Ludlow Bay Village Lots)

  
	
  C

  	
   

  	
  -

  	
   

  	
  Wholesale Value of
  Ludlow Bay Village Townhome Lots

  
	
  D

  	
   

  	
  -

  	
   

  	
  Revised Release Prices

  



 


5

















 


EXHIBIT A


 


Form of Draw Certificate


 


CERTIFICATE


 


THIS CERTIFICATE (this
“Certificate”) is dated and effective as of
                              
        ,
200        .  Reference is hereby made to that certain Subordination and
Release Agreement dated August 8, 2001, as amended by Amendment No. 1 dated
April 25, 2002 (the “Agreement”), between Port Ludlow Associates LLC, a
Washington limited liability company (“Borrower”) and Pope Resources, a
Delaware limited partnership (“Junior Lien Holder”).  This Certificate is given by Borrower to Junior Lien Holder under
the Agreement in connection with a construction loan draw request by
Borrower.  Capitalized terms not
otherwise defined herein shall have the meanings given them under the
Agreement.


 


Borrower hereby
certifies, represents, and warrants to Junior Lien Holder that the Aggregate
Secured Indebtedness as of the date hereof, together with the amount to be
drawn under the draw request accompanying this Certificate, does not exceed
eighty percent (80%) of the Aggregate Value of the Lots subject to the Pope
Deed of Trust as of the date hereof.


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  PORT LUDLOW ASSOCIATES
  LLC,a Washington limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Olympic Pacific
  Partners LLC,a Washington limited liability company,its manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Randall
  J. Verrue, its president

  
							



 


6

















 


EXHIBIT B


 


Wholesale Value of Single Family Residential Lots


(Excluding Ludlow Bay Village Plat)


 


	
   

  	
   

  	
  Appraised Value

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lot Number

  	
   

  	
  Base lot

  	
   

  	
  Lot

  Premiums

  	
   

  	
  Total

  	
   

  	
  Wholesale
Discount

  	
   

  	
  Wholesale
Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Woodridge
  Village

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  50,000

  	
   

  	
  55,000

  	
   

  	
  105,000

  	
   

  	
  66.5

  	
  %

  	
  69,825

  	
   

  
	
  23

  	
   

  	
  50,000

  	
   

  	
  55,000

  	
   

  	
  105,000

  	
   

  	
  66.5

  	
  %

  	
  69,825

  	
   

  
	
  24

  	
   

  	
  50,000

  	
   

  	
  55,000

  	
   

  	
  105,000

  	
   

  	
  66.5

  	
  %

  	
  69,825

  	
   

  
	
  25

  	
   

  	
  50,000

  	
   

  	
  55,000

  	
   

  	
  105,000

  	
   

  	
  66.5

  	
  %

  	
  69,825

  	
   

  
	
  26

  	
   

  	
  50,000

  	
   

  	
  55,000

  	
   

  	
  105,000

  	
   

  	
  66.5

  	
  %

  	
  69,825

  	
   

  
	
  Teal
  Lake Village

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  50,000

  	
   

  	
  0

  	
   

  	
  50,000

  	
   

  	
  66.5

  	
  %

  	
  33,250

  	
   

  
	
  74

  	
   

  	
  50,000

  	
   

  	
  10,000

  	
   

  	
  60,000

  	
   

  	
  66.5

  	
  %

  	
  39,900

  	
   

  
	
  75

  	
   

  	
  50,000

  	
   

  	
  0

  	
   

  	
  50,000

  	
   

  	
  66.5

  	
  %

  	
  33,250

  	
   

  
	
  76

  	
   

  	
  50,000

  	
   

  	
  0

  	
   

  	
  50,000

  	
   

  	
  66.5

  	
  %

  	
  33,250

  	
   

  
	
  78

  	
   

  	
  50,000

  	
   

  	
  10,000

  	
   

  	
  60,000

  	
   

  	
  66.5

  	
  %

  	
  39,900

  	
   

  
	
  Timberton
  Ridge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  50,000

  	
   

  	
  2,500

  	
   

  	
  52,500

  	
   

  	
  66.5

  	
  %

  	
  34,913

  	
   

  
	
  28

  	
   

  	
  50,000

  	
   

  	
  2,500

  	
   

  	
  52,500

  	
   

  	
  66.5

  	
  %

  	
  34,913

  	
   

  
	
  29

  	
   

  	
  50,000

  	
   

  	
  2,500

  	
   

  	
  52,500

  	
   

  	
  66.5

  	
  %

  	
  34,913

  	
   

  
	
  30

  	
   

  	
  50,000

  	
   

  	
  12,500

  	
   

  	
  62,500

  	
   

  	
  66.5

  	
  %

  	
  41,563

  	
   

  
	
  31

  	
   

  	
  50,000

  	
   

  	
  17,500

  	
   

  	
  67,500

  	
   

  	
  66.5

  	
  %

  	
  44,888

  	
   

  
	
  37

  	
   

  	
  50,000

  	
   

  	
  52,500

  	
   

  	
  102,500

  	
   

  	
  66.5

  	
  %

  	
  68,163

  	
   

  
	
  38

  	
   

  	
  50,000

  	
   

  	
  37,500

  	
   

  	
  87,500

  	
   

  	
  66.5

  	
  %

  	
  58,188

  	
   

  
	
  39

  	
   

  	
  50,000

  	
   

  	
  22,500

  	
   

  	
  72,500

  	
   

  	
  66.5

  	
  %

  	
  48,213

  	
   

  
	
  40

  	
   

  	
  50,000

  	
   

  	
  2,500

  	
   

  	
  52,500

  	
   

  	
  66.5

  	
  %

  	
  34,913

  	
   

  
	
  46

  	
   

  	
  50,000

  	
   

  	
  2,500

  	
   

  	
  52,500

  	
   

  	
  66.5

  	
  %

  	
  34,913

  	
   

  
	
  51

  	
   

  	
  50,000

  	
   

  	
  7,500

  	
   

  	
  57,500

  	
   

  	
  66.5

  	
  %

  	
  38,238

  	
   

  
	
  52

  	
   

  	
  50,000

  	
   

  	
  7,500

  	
   

  	
  57,500

  	
   

  	
  66.5

  	
  %

  	
  38,238

  	
   

  
	
  54

  	
   

  	
  50,000

  	
   

  	
  7,500

  	
   

  	
  57,500

  	
   

  	
  66.5

  	
  %

  	
  38,238

  	
   

  
	
  55

  	
   

  	
  50,000

  	
   

  	
  7,500

  	
   

  	
  57,500

  	
   

  	
  66.5

  	
  %

  	
  38,238

  	
   

  
	
  57

  	
   

  	
  50,000

  	
   

  	
  2,500

  	
   

  	
  52,500

  	
   

  	
  66.5

  	
  %

  	
  34,913

  	
   

  
	
  58

  	
   

  	
  50,000

  	
   

  	
  2,500

  	
   

  	
  52,500

  	
   

  	
  66.5

  	
  %

  	
  34,913

  	
   

  
	
  Timberton
  Heights

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  61

  	
   

  	
  50,000

  	
   

  	
  65,000

  	
   

  	
  115,000

  	
   

  	
  66.5

  	
  %

  	
  76,475

  	
   

  
	
  62

  	
   

  	
  50,000

  	
   

  	
  65,000

  	
   

  	
  115,000

  	
   

  	
  66.5

  	
  %

  	
  76,475

  	
   

  
	
  63

  	
   

  	
  50,000

  	
   

  	
  65,000

  	
   

  	
  115,000

  	
   

  	
  66.5

  	
  %

  	
  76,475

  	
   

  
	
  64

  	
   

  	
  50,000

  	
   

  	
  65,000

  	
   

  	
  115,000

  	
   

  	
  66.5

  	
  %

  	
  76,475

  	
   

  
	
  65

  	
   

  	
  50,000

  	
   

  	
  85,000

  	
   

  	
  135,000

  	
   

  	
  66.5

  	
  %

  	
  89,775

  	
   

  
	
  66

  	
   

  	
  50,000

  	
   

  	
  100,000

  	
   

  	
  150,000

  	
   

  	
  66.5

  	
  %

  	
  99,750

  	
   

  
	
  67

  	
   

  	
  50,000

  	
   

  	
  115,000

  	
   

  	
  165,000

  	
   

  	
  66.5

  	
  %

  	
  109,725

  	
   

  
	
  68

  	
   

  	
  50,000

  	
   

  	
  135,000

  	
   

  	
  185,000

  	
   

  	
  66.5

  	
  %

  	
  123,025

  	
   

  
	
  69

  	
   

  	
  50,000

  	
   

  	
  15,000

  	
   

  	
  65,000

  	
   

  	
  66.5

  	
  %

  	
  43,225

  	
   

  
	
  70

  	
   

  	
  50,000

  	
   

  	
  25,000

  	
   

  	
  75,000

  	
   

  	
  66.5

  	
  %

  	
  49,875

  	
   

  
	
  71

  	
   

  	
  50,000

  	
   

  	
  20,000

  	
   

  	
  70,000

  	
   

  	
  66.5

  	
  %

  	
  46,550

  	
   

  
	
  72

  	
   

  	
  50,000

  	
   

  	
  125,000

  	
   

  	
  175,000

  	
   

  	
  66.5

  	
  %

  	
  116,375

  	
   

  
	
  73

  	
   

  	
  50,000

  	
   

  	
  10,000

  	
   

  	
  60,000

  	
   

  	
  66.5

  	
  %

  	
  39,900

  	
   

  
	
  74

  	
   

  	
  50,000

  	
   

  	
  10,000

  	
   

  	
  60,000

  	
   

  	
  66.5

  	
  %

  	
  39,900

  	
   

  
	
  76

  	
   

  	
  50,000

  	
   

  	
  10,000

  	
   

  	
  60,000

  	
   

  	
  66.5

  	
  %

  	
  39,900

  	
   

  
	
  77

  	
   

  	
  50,000

  	
   

  	
  15,000

  	
   

  	
  65,000

  	
   

  	
  66.5

  	
  %

  	
  43,225

  	
   

  
	
  78

  	
   

  	
  50,000

  	
   

  	
  20,000

  	
   

  	
  70,000

  	
   

  	
  66.5

  	
  %

  	
  46,550

  	
   

  
	
  Miscellaneous

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PL 7 - 5

  	
   

  	
  50,000

  	
   

  	
  5,000

  	
   

  	
  55,000

  	
   

  	
  66.5

  	
  %

  	
  36,575

  	
   

  
	
  PL 7 - 6

  	
   

  	
  50,000

  	
   

  	
  5,000

  	
   

  	
  55,000

  	
   

  	
  66.5

  	
  %

  	
  36,575

  	
   

  
	
  PL 7 - 15

  	
   

  	
  50,000

  	
   

  	
  85,000

  	
   

  	
  135,000

  	
   

  	
  66.5

  	
  %

  	
  89,775

  	
   

  
	
  PL 7 - 20

  	
   

  	
  50,000

  	
   

  	
  15,000

  	
   

  	
  65,000

  	
   

  	
  66.5

  	
  %

  	
  43,225

  	
   

  
	
  LPV 4 - 1

  	
   

  	
  50,000

  	
   

  	
  25,000

  	
   

  	
  75,000

  	
   

  	
  66.5

  	
  %

  	
  49,875

  	
   

  
	
  LPV 4 - 2

  	
   

  	
  50,000

  	
   

  	
  25,000

  	
   

  	
  75,000

  	
   

  	
  66.5

  	
  %

  	
  49,875

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4,040,000

  	
   

  	
   

  	
   

  	
  2,686,608

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


7

















 


EXHIBIT C


 


Values of Ludlow Bay Village Townhome
Lots


 


	
  Appraised Value

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lot

  Number

  	
   

  	
  Base Lot

  	
   

  	
  Lot

  Premiums

  	
   

  	
  Total

  	
   

  	
  Wholesale
Discount

  	
   

  	
  Wholesale
Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ludlow Bay Village

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building 400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  150,000

  	
   

  	
  90,000

  	
   

  	
  240,000

  	
   

  	
  69

  	
  %

  	
  165,600

  	
   

  
	
  15

  	
   

  	
  150,000

  	
   

  	
  75,000

  	
   

  	
  225,000

  	
   

  	
  69

  	
  %

  	
  155,250

  	
   

  
	
  16

  	
   

  	
  150,000

  	
   

  	
  75,000

  	
   

  	
  225,000

  	
   

  	
  69

  	
  %

  	
  155,250

  	
   

  
	
  17

  	
   

  	
  150,000

  	
   

  	
  75,000

  	
   

  	
  225,000

  	
   

  	
  69

  	
  %

  	
  155,250

  	
   

  
	
  18

  	
   

  	
  150,000

  	
   

  	
  90,000

  	
   

  	
  240,000

  	
   

  	
  69

  	
  %

  	
  165,600

  	
   

  
	
  Building 500

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  150,000

  	
   

  	
  15,000

  	
   

  	
  165,000

  	
   

  	
  69

  	
  %

  	
  113,850

  	
   

  
	
  20

  	
   

  	
  150,000

  	
   

  	
  0

  	
   

  	
  150,000

  	
   

  	
  69

  	
  %

  	
  103,500

  	
   

  
	
  21

  	
   

  	
  150,000

  	
   

  	
  15,000

  	
   

  	
  165,000

  	
   

  	
  69

  	
  %

  	
  113,850

  	
   

  
	
  Building 600

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  150,000

  	
   

  	
  65,000

  	
   

  	
  215,000

  	
   

  	
  69

  	
  %

  	
  148,350

  	
   

  
	
  23

  	
   

  	
  150,000

  	
   

  	
  50,000

  	
   

  	
  200,000

  	
   

  	
  69

  	
  %

  	
  138,000

  	
   

  
	
  24

  	
   

  	
  150,000

  	
   

  	
  50,000

  	
   

  	
  200,000

  	
   

  	
  69

  	
  %

  	
  138,000

  	
   

  
	
  25

  	
   

  	
  150,000

  	
   

  	
  65,000

  	
   

  	
  215,000

  	
   

  	
  69

  	
  %

  	
  148,350

  	
   

  
	
  Building 700

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26

  	
   

  	
  150,000

  	
   

  	
  90,000

  	
   

  	
  240,000

  	
   

  	
  69

  	
  %

  	
  165,600

  	
   

  
	
  27

  	
   

  	
  150,000

  	
   

  	
  75,000

  	
   

  	
  225,000

  	
   

  	
  69

  	
  %

  	
  155,250

  	
   

  
	
  28

  	
   

  	
  150,000

  	
   

  	
  75,000

  	
   

  	
  225,000

  	
   

  	
  69

  	
  %

  	
  155,250

  	
   

  
	
  29

  	
   

  	
  150,000

  	
   

  	
  75,000

  	
   

  	
  225,000

  	
   

  	
  69

  	
  %

  	
  155,250

  	
   

  
	
  30

  	
   

  	
  150,000

  	
   

  	
  90,000

  	
   

  	
  240,000

  	
   

  	
  69

  	
  %

  	
  165,600

  	
   

  
	
  Building 800

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31

  	
   

  	
  150,000

  	
   

  	
  0

  	
   

  	
  150,000

  	
   

  	
  69

  	
  %

  	
  103,500

  	
   

  
	
  32

  	
   

  	
  150,000

  	
   

  	
  15,000

  	
   

  	
  165,000

  	
   

  	
  69

  	
  %

  	
  113,850

  	
   

  
	
  Building 900

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33

  	
   

  	
  150,000

  	
   

  	
  15,000

  	
   

  	
  165,000

  	
   

  	
  69

  	
  %

  	
  113,850

  	
   

  
	
  34

  	
   

  	
  150,000

  	
   

  	
  15,000

  	
   

  	
  165,000

  	
   

  	
  69

  	
  %

  	
  113,850

  	
   

  
	
  Building 1000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35

  	
   

  	
  150,000

  	
   

  	
  65,000

  	
   

  	
  215,000

  	
   

  	
  69

  	
  %

  	
  148,350

  	
   

  
	
  736

  	
   

  	
  150,000

  	
   

  	
  50,000

  	
   

  	
  200,000

  	
   

  	
  69

  	
  %

  	
  138,000

  	
   

  
	
  37

  	
   

  	
  150,000

  	
   

  	
  50,000

  	
   

  	
  200,000

  	
   

  	
  69

  	
  %

  	
  138,000

  	
   

  
	
  38

  	
   

  	
  150,000

  	
   

  	
  65,000

  	
   

  	
  215,000

  	
   

  	
  69

  	
  %

  	
  148,350

  	
   

  
	
  Building 1100

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39

  	
   

  	
  150,000

  	
   

  	
  65,000

  	
   

  	
  215,000

  	
   

  	
  69

  	
  %

  	
  148,350

  	
   

  
	
  40

  	
   

  	
  150,000

  	
   

  	
  50,000

  	
   

  	
  200,000

  	
   

  	
  69

  	
  %

  	
  138,000

  	
   

  
	
  41

  	
   

  	
  150,000

  	
   

  	
  50,000

  	
   

  	
  200,000

  	
   

  	
  69

  	
  %

  	
  138,000

  	
   

  
	
  42

  	
   

  	
  150,000

  	
   

  	
  65,000

  	
   

  	
  215,000

  	
   

  	
  69

  	
  %

  	
  148,350

  	
   

  
	
  Building 1200

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43

  	
   

  	
  150,000

  	
   

  	
  65,000

  	
   

  	
  215,000

  	
   

  	
  69

  	
  %

  	
  148,350

  	
   

  
	
  44

  	
   

  	
  150,000

  	
   

  	
  50,000

  	
   

  	
  200,000

  	
   

  	
  69

  	
  %

  	
  138,000

  	
   

  
	
  45

  	
   

  	
  150,000

  	
   

  	
  65,000

  	
   

  	
  215,000

  	
   

  	
  69

  	
  %

  	
  148,350

  	
   

  
	
  Building 1300

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  46

  	
   

  	
  150,000

  	
   

  	
  15,000

  	
   

  	
  165,000

  	
   

  	
  69

  	
  %

  	
  113,850

  	
   

  
	
  47

  	
   

  	
  150,000

  	
   

  	
  0

  	
   

  	
  150,000

  	
   

  	
  69

  	
  %

  	
  103,500

  	
   

  
	
  48

  	
   

  	
  150,000

  	
   

  	
  0

  	
   

  	
  150,000

  	
   

  	
  69

  	
  %

  	
  103,500

  	
   

  
	
  49

  	
   

  	
  150,000

  	
   

  	
  0

  	
   

  	
  150,000

  	
   

  	
  69

  	
  %

  	
  103,500

  	
   

  
	
  Building 1400

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  50

  	
   

  	
  150,000

  	
   

  	
  0

  	
   

  	
  150,000

  	
   

  	
  69

  	
  %

  	
  103,500

  	
   

  
	
  51

  	
   

  	
  150,000

  	
   

  	
  0

  	
   

  	
  150,000

  	
   

  	
  69

  	
  %

  	
  103,500

  	
   

  
	
  52

  	
   

  	
  150,000

  	
   

  	
  0

  	
   

  	
  150,000

  	
   

  	
  69

  	
  %

  	
  103,500

  	
   

  
	
  53

  	
   

  	
  150,000

  	
   

  	
  15,000

  	
   

  	
  165,000

  	
   

  	
  69

  	
  %

  	
  113,850

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7,785,000

  	
   

  	
   

  	
   

  	
  5,371,650

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


8

















 


EXHIBIT D


 


Revised Release Prices


 


	
   

  	
   

  	
  Subdivision and Lot #

  	
   

  	
  Revised

  Release Prices

  (in US$)

  	
   

  
	
  1

  	
   

  	
  Ludlow Point Div 4 Lot 1

  	
   

  	
  21,182.21

  	
   

  
	
  2

  	
   

  	
  Ludlow Point Div 4 Lot 2

  	
   

  	
  21,182.21

  	
   

  
	
  3

  	
   

  	
  Port Ludlow 7 lot 5

  	
   

  	
  16,141.40

  	
   

  
	
  4

  	
   

  	
  Port Ludlow 7 Lot 6

  	
   

  	
  20,175.70

  	
   

  
	
  5

  	
   

  	
  Port Ludlow 7 Lot 15

  	
   

  	
  174,361.89

  	
   

  
	
  6

  	
   

  	
  Port Ludlow 7 Lot 20

  	
   

  	
  30,264.60

  	
   

  
	
  7

  	
   

  	
  Port Ludlow 7 Lot 21

  	
   

  	
  18,158.55

  	
   

  
	
  8

  	
   

  	
  Teal Lake Village Lot 17

  	
   

  	
  260,000.00

  	
   

  
	
  9

  	
   

  	
  Teal Lake Village Lot 74

  	
   

  	
  17,836.65

  	
   

  
	
  10

  	
   

  	
  Teal Lake Village Lot 75

  	
   

  	
  22,608.98

  	
   

  
	
  11

  	
   

  	
  Teal Lake Village Lot 76

  	
   

  	
  22,608.98

  	
   

  
	
  12

  	
   

  	
  Teal Lake Village Lot 77

  	
   

  	
  22,608.98

  	
   

  
	
  13

  	
   

  	
  Teal Lake Village Lot 78

  	
   

  	
  64,304.07

  	
   

  
	
  14

  	
   

  	
  Timberton Lot 17

  	
   

  	
  29,390.09

  	
   

  
	
  15

  	
   

  	
  Timberton Lot 28

  	
   

  	
  28,071.68

  	
   

  
	
  16

  	
   

  	
  Timberton Lot 29

  	
   

  	
  28,336.40

  	
   

  
	
  17

  	
   

  	
  Timberton Lot 30

  	
   

  	
  28,071.68

  	
   

  
	
  18

  	
   

  	
  Timberton Lot 31

  	
   

  	
  28,071.68

  	
   

  
	
  19

  	
   

  	
  Timberton Lot 37

  	
   

  	
  49,390.96

  	
   

  
	
  20

  	
   

  	
  Timberton Lot 38

  	
   

  	
  42,108.06

  	
   

  
	
  21

  	
   

  	
  Timberton Lot 39

  	
   

  	
  35,089.87

  	
   

  
	
  22

  	
   

  	
  Timberton Lot 40

  	
   

  	
  28,071.68

  	
   

  
	
  23

  	
   

  	
  Timberton Lot 46

  	
   

  	
  31,611.48

  	
   

  
	
  24

  	
   

  	
  Timberton Lot 50

  	
   

  	
  260,000.00

  	
   

  
	
  25

  	
   

  	
  Timberton Lot 51

  	
   

  	
  270,000.00

  	
   

  
	
  26

  	
   

  	
  Timberton Lot 52

  	
   

  	
  35,120.58

  	
   

  
	
  27

  	
   

  	
  Timberton Lot 54

  	
   

  	
  28,102.39

  	
   

  
	
  28

  	
   

  	
  Timberton Lot 55

  	
   

  	
  28,367.11

  	
   

  
	
  29

  	
   

  	
  Timberton Lot 57

  	
   

  	
  28,367.11

  	
   

  
	
  30

  	
   

  	
  Timberton Lot 58

  	
   

  	
  24,593.30

  	
   

  
	
  31

  	
   

  	
  Timberton Ph 3 Lot 60

  	
   

  	
  50,281.01

  	
   

  
	
  32

  	
   

  	
  Timberton Ph 3 Lot 61

  	
   

  	
  46,507.59

  	
   

  
	
  33

  	
   

  	
  Timberton Ph 3 Lot 62

  	
   

  	
  48,394.30

  	
   

  
	
  34

  	
   

  	
  Timberton Ph 3 Lot 63

  	
   

  	
  42,734.17

  	
   

  
	
  35

  	
   

  	
  Timberton Ph 3 Lot 64

  	
   

  	
  38,960.76

  	
   

  
	
  36

  	
   

  	
  Timberton Ph 3 Lot 65

  	
   

  	
  44,620.88

  	
   

  
	
  37

  	
   

  	
  Timberton Ph 3 Lot 66

  	
   

  	
  45,543.05

  	
   

  
	
  38

  	
   

  	
  Timberton Ph 3 Lot 67

  	
   

  	
  47,429.76

  	
   

  
	
  39

  	
   

  	
  Timberton Ph 3 Lot 68

  	
   

  	
  49,316.47

  	
   

  
	
  40

  	
   

  	
  Timberton Ph 3 Lot 69

  	
   

  	
  28,300.63

  	
   

  
	
  41

  	
   

  	
  Timberton Ph 3 Lot 70

  	
   

  	
  28,300.63

  	
   

  
	
  42

  	
   

  	
  Timberton Ph 3 Lot 71

  	
   

  	
  32,074.05

  	
   

  
	
  43

  	
   

  	
  Timberton Ph 3 Lot 72

  	
   

  	
  30,187.34

  	
   

  
	
  44

  	
   

  	
  Timberton Ph 3 Lot 73

  	
   

  	
  28,300.63

  	
   

  
	
  45

  	
   

  	
  Timberton Ph 3 Lot 74

  	
   

  	
  28,300.63

  	
   

  
	
  46

  	
   

  	
  Timberton Ph 3 Lot 75

  	
   

  	
  185,687.10

  	
   

  
	
  47

  	
   

  	
  Timberton Ph 3 Lot 76

  	
   

  	
  24,527.21

  	
   

  
	
  48

  	
   

  	
  Timberton Ph 3 Lot 77

  	
   

  	
  24,527.21

  	
   

  
	
  49

  	
   

  	
  Timberton Ph 3 Lot 78

  	
   

  	
  24,527.21

  	
   

  
	
  50

  	
   

  	
  Woodridge Village Lot 19

  	
   

  	
  72,355.81

  	
   

  
	
  51

  	
   

  	
  Woodridge Village Lot 23

  	
   

  	
  62,454.33

  	
   

  
	
  52

  	
   

  	
  Woodridge Village Lot 24

  	
   

  	
  59,778.56

  	
   

  
	
  53

  	
   

  	
  Woodridge Village Lot 25

  	
   

  	
  90,000.00

  	
   

  
	
  54

  	
   

  	
  Woodridge Village Lot 26

  	
   

  	
  59,778.56

  	
   

  
	
  55

  	
   

  	
  LBV Townhome 400

  	
   

  	
  62,026.87

  	
   

  
	
  56

  	
   

  	
  LBV Townhome 400

  	
   

  	
  62,026.87

  	
   

  
	
  57

  	
   

  	
  LBV Townhome 400

  	
   

  	
  62,026.87

  	
   

  
	
  58

  	
   

  	
  LBV Townhome 400

  	
   

  	
  62,026.87

  	
   

  
	
  59

  	
   

  	
  LBV Townhome 400

  	
   

  	
  62,026.87

  	
   

  
	
  60

  	
   

  	
  LBV Townhome 500

  	
   

  	
  40,182.35

  	
   

  
	
  61

  	
   

  	
  LBV Townhome 500

  	
   

  	
  40,182.35

  	
   

  
	
  62

  	
   

  	
  LBV Townhome 500

  	
   

  	
  40,182.35

  	
   

  
	
  63

  	
   

  	
  LBV Townhome 600

  	
   

  	
  21,973.41

  	
   

  
	
  64

  	
   

  	
  LBV Townhome 600

  	
   

  	
  21,973.41

  	
   

  
	
  65

  	
   

  	
  LBV Townhome 600

  	
   

  	
  21,973.41

  	
   

  
	
  66

  	
   

  	
  LBV Townhome 600

  	
   

  	
  21,973.41

  	
   

  
	
  67

  	
   

  	
  LBV Townhome 700

  	
   

  	
  79,004.71

  	
   

  
	
  68

  	
   

  	
  LBV Townhome 700

  	
   

  	
  79,004.71

  	
   

  
	
  69

  	
   

  	
  LBV Townhome 700

  	
   

  	
  79,004.71

  	
   

  
	
  70

  	
   

  	
  LBV Townhome 700

  	
   

  	
  79,004.71

  	
   

  
	
  71

  	
   

  	
  LBV Townhome 700

  	
   

  	
  79,004.71

  	
   

  
	
  72

  	
   

  	
  LBV Townhome 800

  	
   

  	
  18,922.67

  	
   

  
	
  73

  	
   

  	
  LBV Townhome 800

  	
   

  	
  18,922.67

  	
   

  
	
  74

  	
   

  	
  LBV Townhome 900

  	
   

  	
  18,922.67

  	
   

  
	
  75

  	
   

  	
  LBV Townhome 900

  	
   

  	
  18,922.67

  	
   

  
	
  76

  	
   

  	
  LBV Townhome 1000

  	
   

  	
  20,976.08

  	
   

  
	
  77

  	
   

  	
  LBV Townhome 1000

  	
   

  	
  20,976.08

  	
   

  
	
  78

  	
   

  	
  LBV Townhome 1000

  	
   

  	
  20,976.08

  	
   

  
	
  79

  	
   

  	
  LBV Townhome 1000

  	
   

  	
  20,976.08

  	
   

  
	
  80

  	
   

  	
  LBV Townhome 1100

  	
   

  	
  19,454.67

  	
   

  
	
  81

  	
   

  	
  LBV Townhome 1100

  	
   

  	
  19,454.67

  	
   

  
	
  82

  	
   

  	
  LBV Townhome 1100

  	
   

  	
  19,454.67

  	
   

  
	
  83

  	
   

  	
  LBV Townhome 1100

  	
   

  	
  19,454.67

  	
   

  
	
  84

  	
   

  	
  LBV Townhome 1200

  	
   

  	
  20,068.70

  	
   

  
	
  85

  	
   

  	
  LBV Townhome 1200

  	
   

  	
  20,068.70

  	
   

  
	
  86

  	
   

  	
  LBV Townhome 1200

  	
   

  	
  20,068.70

  	
   

  
	
  87

  	
   

  	
  LBV Townhome 1300

  	
   

  	
  14,390.66

  	
   

  
	
  88

  	
   

  	
  LBV Townhome 1300

  	
   

  	
  14,390.66

  	
   

  
	
  89

  	
   

  	
  LBV Townhome 1300

  	
   

  	
  14,390.66

  	
   

  
	
  90

  	
   

  	
  LBV Townhome 1300

  	
   

  	
  14,390.66

  	
   

  
	
  91

  	
   

  	
  LBV Townhome 1400

  	
   

  	
  15,075.21

  	
   

  
	
  92

  	
   

  	
  LBV Townhome 1400

  	
   

  	
  15,075.21

  	
   

  
	
  93

  	
   

  	
  LBV Townhome 1400

  	
   

  	
  15,075.21

  	
   

  
	
  94

  	
   

  	
  LBV Townhome 1400

  	
   

  	
  15,075.21

  	
   

  
	
  95

  	
   

  	
  LBV SFL

  	
   

  	
  71,185.51

  	
   

  
	
  96

  	
   

  	
  LBV SFL

  	
   

  	
  71,185.51

  	
   

  
	
  97

  	
   

  	
  LBV SFL

  	
   

  	
  71,185.51

  	
   

  
	
  98

  	
   

  	
  LBV SFL

  	
   

  	
  71,185.51

  	
   

  
	
   

  	
   

  	
  TOTAL

  	
   

  	
  4,520,910.07

  	
   

  



 


9