Amendment No. 3 to Real Estate Purchase and Sale Agreement between Pope Resources and HCV Pacific Partners LLC

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.

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Exhibit 10.4