Amendment No. 7 to Real Estate Purchase and Sale Agreement among Pope Resources, Olympic Property Group, and Port Ludlow Associates
This amendment updates the Real Estate Purchase and Sale Agreement between Pope Resources and its subsidiaries (the sellers) and Port Ludlow Associates (the buyer) for property in Washington. It extends certain deadlines from May 25, 2001, to June 1, 2001, and requires the buyer to deposit an additional $900,000 in earnest money within three business days of executing a related stock purchase agreement. All other terms of the original agreement remain in effect unless specifically changed by this amendment.
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Exhibit 10.8
AMENDMENT NO. 7
TO
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS AMENDMENT NO. 7 TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Amendment") dated as of May 25, 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, and Amendment No. 6 dated May 18, 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 by Section II of Amendment No. 6) and in Section 16.9 of the Agreement (as amended by Section XVI of Amendment No. 5 and Section II of Amendment No. 6), the date "May 25, 2001," is hereby replaced in each instance by the date "June 1, 2001." In Section XIX of Amendment No. 5 (as amended by Section II of Amendment No. 6), the date "May 25, 2001," is hereby replaced by the date "June 1, 2001."
III. EARNEST MONEY. Within three (3) business days after the mutual execution and delivery of the OWSI Stock Purchase Agreement, Buyer shall deposit with Escrow Officer the additional sum of Nine Hundred Thousand Dollars (US$900,000.00), which sum shall be deemed part of the Earnest Money. Upon Buyer's deposit of said additional sum, Buyer shall have paid to Escrow Officer all Earnest Money due under Section 2.4 of the Agreement.
Except as expressly amended by this Amendment, the Agreement is hereby ratified and confirmed and shall take 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: | 5/25/01 | |||
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: | 5/25/01 | |||
OLYMPIC PROPERTY GROUP LLC, a Washington limited liability company | ||||
By: | /s/ GREGORY M. MCCARRY | |||
| Print Name: | Gregory M. McCarry | |||
| Its: | C.O.O. | |||
Date: | 5/25/01 | |||
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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: | 5/25/01 | |||
OLYMPIC REAL ESTATE MANAGEMENT, INC., a Washington corporation | ||||
| By: | /s/ TOM GRIFFIN | |||
| Print Name: | Tom Griffin | |||
| Its: | Vice President | |||
Date: | 5/25/01 | |||
OLYMPIC RESORTS LLC, a Washington limited liability company | ||||
By: | /s/ GREGORY M. MCCARRY | |||
| Print Name: | Gregory M. McCarry | |||
| Its: | C.O.O. | |||
Date: | 5/25/01 | |||
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