RECITALSManagement Agreement • May 15th, 2000 • Pope Resources LTD Partnership • Forestry • Delaware
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 15th, 2020 • Pope Resources LTD Partnership • Forestry • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 14, 2020, by and between Rayonier Inc., a North Carolina corporation (“Parent”), and each of the Persons executing this Agreement on the signature page hereto (each, a “Unitholder”).
FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENT DATED AS OF JUNE 10, 2010 AMONG POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP AS BORROWER AND NORTHWEST FARM CREDIT SERVICES, PCA AS LENDERMaster Loan Agreement • March 9th, 2011 • Pope Resources LTD Partnership • Forestry • Washington
THIS FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Loan Agreement”) is made and entered into effective June 10, 2010, by and between Lender, as defined below, and Borrower, as defined below. This Loan Agreement amends and restates, in its entirety, the existing Master Loan Agreement, dated July 31, 2008, effective on the date hereof.
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF POPE RESOURCES, A Delaware Limited Partnership Dated As of November 7, 1985 Including Amendments Approved: December 16, 1986 February 13, 1997 October 30, 2007 April 12, 2011 February 20, 2019Limited Partnership Agreement • February 22nd, 2019 • Pope Resources LTD Partnership • Forestry • Delaware
This Limited Partnership Agreement (the “Agreement”), dated as of November 7, 1985, is made and entered into by and between Pope MGP, Inc., a Delaware corporation, as Managing General Partner and as Original Limited Partner, and Pope EGP, Inc., a Delaware corporation, as Equity General Partner, and all other parties who shall become Partners of this Limited. Partnership as hereinafter provided.
TIMBERLAND PURCHASE AND SALE AGREEMENT FOR THE MORTON, LEWIS COUNTY, WASHINGTON TIMBERLANDS by and between PLUM CREEK TIMBERLANDS, L.P., As Seller and POPE RESOURCES, A Delaware Limited Partnership,Timberland Purchase and Sale Agreement • March 9th, 2005 • Pope Resources LTD Partnership • Forestry • Washington
TIMBERLAND PURCHASE AND SALE AGREEMENT FOR THE MORTON, LEWIS COUNTY, WASHINGTON TIMBERLANDS THIS AGREEMENT is made and entered into this ___ day of December, 2003, by and among PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership, as successor by merger to Plum Creek Timber Company, L.P., a Delaware limited partnership (“Seller”) whose address is 999 Third Avenue, Suite 4300, Seattle, Washington 98104, and POPE RESOURCES, A Delaware Limited Partnership whose address is 19245 Tenth Avenue Northeast, Poulsbo, Washington 98370-0239 (“Purchaser”). Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser approximately 3,297 acres of timberland and associated property and assets located in the State of Washington, known as the Morton, Lewis County, Washington Timberlands. In consideration of the mutual covenants set forth in this Agreement, the receipt and sufficiency of which are acknowledged, and subject to all terms of this Agreement, the parties agree
We are pleased to inform you that the Board of Directors of Pope MGP, Inc., the General Partner of Pope Resources (the “Company”), has recently authorized and approved a special severance benefit program for you and other key executives. The purpose...Pope Resources LTD Partnership • March 13th, 2006 • Forestry • Washington
This program is intended to be available to selected executives who are employed by the Company or any affiliate of the Company. Subsequent references to the “Company” in this letter shall be deemed to include affiliates, to the extent required by context, when they pertain directly to your own employment relationship, but references to the “Company” that do not pertain directly to that employment relationship shall be deemed to refer exclusively to Pope Resources and not to any affiliate.
GUARANTY AGREEMENT (Unconditional Payment)Guaranty Agreement • March 6th, 2015 • Pope Resources LTD Partnership • Forestry • Washington
For good and valuable consideration, the current receipt and reasonable equivalence of which are hereby acknowledged, Guarantor, as defined below, hereby, jointly and severally, irrevocably, unconditionally and absolutely promises to pay in legal tender of the United States, and hereby guarantees payment, and not merely collection, and performance, when and as due, of all of the Indebtedness, as defined below, of Borrower, as defined below, to Lender, as defined below, or order, including but not limited to, payment and performance of the Indebtedness of Borrower under a Note dated of or around even date, in the initial principal commitment amount of
SETTLEMENT AND REMEDIATION AGREEMENTSettlement and Remediation Agreement • March 24th, 2003 • Pope Resources LTD Partnership • Forestry • Washington
This Settlement and Remediation Agreement (the “Agreement”) is entered into, as of the Effective Date defined herein, by and between Pope Resources, a Delaware Limited Partnership (“Pope Resources”), and Pope & Talbot, Inc., a Delaware corporation (“Pope & Talbot”) (collectively, the “Parties”).
ContractProperty Purchase Agreement • March 23rd, 2004 • Pope Resources LTD Partnership • Forestry • Washington
Exhibit 10.70 PROPERTY PURCHASE AGREEMENT OPG to Costco Peacock Hill, Gig Harbor, Washington THIS PROPERTY PURCHASE AGREEMENT (“Agreement”), dated for reference purposes only as of December 22, 2003, is made by and between OPG PROPERTIES LLC, a Washington limited liability company (“Seller”), and COSTCO WHOLESALE CORPORATION, a Washington corporation (“Purchaser”), and is effective as of the Effective Date (see Section 26 below). To provide for the purchase and sale of the property herein described, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser and Seller agree as follows: 1. PROPERTY TO BE CONVEYED.
SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • November 9th, 2016 • Pope Resources LTD Partnership • Forestry • Washington
THIS SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Loan Agreement”) is made and entered into effective July 20, 2016, by and between Lender, as defined below, and Borrower, as defined below. This Loan Agreement amends and restates, in its entirety, the existing First Amended and Restated Master Loan Agreement, dated June 10, 2010, effective on the date hereof.
AGREEMENT AND PLAN OF MERGER by and among RAYONIER INC., RAYONIER OPERATING COMPANY LLC, PACIFIC GP MERGER SUB I, LLC, PACIFIC GP MERGER SUB II, LLC, PACIFIC LP MERGER SUB III, LLC, POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP, POPE MGP, INC. and...Agreement and Plan of Merger • January 15th, 2020 • Pope Resources LTD Partnership • Forestry • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 14, 2020 (this “Agreement”), is by and among Rayonier Inc., a North Carolina corporation (“Parent”), Rayonier Operating Company LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Parent Opco”), Pacific GP Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub 1”), Pacific GP Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2”), Pacific LP Merger Sub III, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent Opco (“Merger Sub 3”, with Merger Sub 1 and Merger Sub 2, the “Merger Subsidiaries,” and together with Parent and Parent Opco, the “Parent Entities”), Pope Resources, a Delaware limited partnership (the “Partnership”), Pope MGP, Inc., a Delaware corporation and the managing limited partner of the Partnership (“MGP” ), and Pope EGP, Inc., a Delaware corporation a
AMENDED AND RESTATED NOTE AND LOAN AGREEMENT (Long Term with Multiple Pricing Options)Note and Loan Agreement • March 1st, 2017 • Pope Resources LTD Partnership • Forestry
THIS AMENDED AND RESTATED NOTE AND LOAN AGREEMENT (this “Note”) is made and entered into effective September 30, 2016, by and between Lender, as defined below, and Borrower, as defined below. This Note amends and restates, in its entirety, the Note and Loan Agreement, dated December 20, 2012, by and between Lender, as defined below, and Borrower, as defined below (the “Prior Note”) pursuant to which Lender made available and continues to make available the Total Commitment Amount, as defined below.
PROMISSORY NOTEPope Resources LTD Partnership • March 6th, 2014 • Forestry • Washington
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 20th, 2001 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this "Amendment") dated as of June 13, 2001, is made by and among Olympic Property Group LLC, a Washington limited liability company ("OPG"), Olympic Water and Sewer, Inc., a Washington corporation (the "Company"), and Port Ludlow Associates LLC, a Washington limited liability company ("Purchaser"), regarding that certain Stock Purchase Agreement dated May 29, 2001, as amended by Amendment No. 1 dated June 1, 2001 (as amended, the "Agreement"), among OPG, the Company, and Purchaser, for the purchase and sale of the shares of capital stock of the Company (the "Shares").
AMENDED AND RESTATED NOTE (Revolving Line of Credit)Pope Resources LTD Partnership • March 5th, 2019 • Forestry
For Value Received, on October 1, 2023 (the “Loan Maturity Date”), Borrower, as defined below, as principal, jointly and severally, promises to pay NORTHWEST FARM CREDIT SERVICES, PCA (“Lender”) or order, at its office in Spokane, Washington, or such other place as the holder of this Amended and Restated Note (Revolving Line of Credit) (this “Note”) may designate in writing, the principal balance of Thirty Million and no/100’s Dollars ($30,000,000.00) (the “Total Commitment Amount”), or so much thereof as may be outstanding, plus interest thereon from and after any Disbursement Date, at interest rates as provided for hereafter. For all intents and purposes, all Loan Segments are treated as one obligation under this Note and the other Loan Documents.
ContractOption Agreement • March 9th, 2005 • Pope Resources LTD Partnership • Forestry • Washington
AMENDMENT NO. 1 TO OPTION AGREEMENT THIS AMENDMENT NO. 1 TO OPTION AGREEMENT (this “Amendment”) dated for reference purposes only as of May 24, 2004, amends and modifies that certain Option Agreement dated August 14, 2003 (the “Agreement”), by and between POPE RESOURCES, a Delaware limited partnership, and OPG PROPERTIES LLC, a Washington limited liability company, formerly known as OLYMPIC PROPERTY GROUP LLC, a Washington limited liability company (collectively, “Optionor”), and KITSAP COUNTY, a political subdivision of the State of Washington (“Optionee”). NOW, THEREFORE, in consideration of the mutual covenants, conditions, and agreements of the parties, it is agreed by and between the parties as follows: AGREEMENT I. EFFECT OF AMENDMENT. Capitalized terms not otherwise defined herein shall have the meanings given them under the Agreement. This Amendment amends and modifies the Agreement and shall be effective as of the date of mutual execution and delivery hereof. In the event of
THIRD AMENDMENT TOManagement Agreement • March 24th, 2003 • Pope Resources LTD Partnership • Forestry
THIS THIRD AMENDMENT TO MANAGEMENT AGREEMENT (the “Third Amendment”) is effective as of November 1, 2002 and is entered into between PIONEER RESOURCES I, LLC, a Delaware limited liability Company (“Pioneer”), and OLYMPIC RESOURCE MANAGEMENT LLC, a Washington limited liability company (“Manager”). Capitalized terms not otherwise defined in this Third Amendment shall have the meanings set forth in that certain Management Agreement between Pioneer and Manager dated as of March 22, 2000, as amended by the “First Amendment to Management Agreement” dated as of September 7, 2000 (the “First Amendment”) and the “Second Amendment to Management Agreement” dated as of June 29, 2001 (the “Second Amendment”). The original Management Agreement as modified by the First Amendment and the Second Amendment shall be referred to herein as the “Management Agreement”.
FOURTH AMENDMENT TO TIMBERLAND DEED OF TRUST AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS (STATE OF WASHINGTON)After Recording • April 1st, 2002 • Pope Resources LTD Partnership • Forestry
This Fourth Amendment to Timberland Deed of Trust and Security Agreement With Assignment of Rents (“Amendment”) amends that certain Timberland Deed of Trust and Security Agreement with Assignment of Rents (“Deed of Trust”), dated and recorded April 29, 1992, in Volume 371, pages 237-332, Records of Jefferson County, Washington; first amended May 13, 1992 by Amendment recorded August 26, 1992, in Volume 385, pages 204-206, records of Jefferson County, Washington; and amended May 25, 1993 by Second Amendment recorded June 14, 1993, in Volume 417, pages 297-299, records of Jefferson County, Washington, and amended May 25, 1993 by Third Amendment recorded December 29, 1995, in Volume 542, pages 447-448, records of Jefferson County, Washington. All references to the Deed of Trust herein mean and refer to the Deed of Trust as so amended.
NOTE AND LOAN AGREEMENT (Long Term with Multiple Pricing Options)Note and Loan Agreement • February 28th, 2013 • Pope Resources LTD Partnership • Forestry
For Value Received, on the Loan Maturity Date, Borrower, as defined below, as principal, jointly and severally, promises to pay to Lender, as defined below, or order, at its office in Spokane, Washington, or at such other place as the holder of this Note and Loan Agreement (this “Note”) may designate in writing, the principal balance of Three Million and No/100’s Dollars ($3,000,000.00) (the “Total Commitment Amount”), or so much thereof as may be outstanding, plus interest thereon from and after any Disbursement Date, at interest rates as provided for hereafter. For all intents and purposes, all Loan Segments are treated as one obligation under this Note and the other Loan Documents.
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • March 9th, 2011 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Amendment”) is made and entered into effective August 6, 2010, by and between NORTHWEST FARM CREDIT SERVICES, PCA (“Lender”) and POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”).
THIRD AMENDMENT TO MASTER TIMBER MANAGEMENT AGREEMENT (Western Operations)Management Agreement • April 1st, 2002 • Pope Resources LTD Partnership • Forestry
THIS THIRD AMENDMENT (the “Amendment”) is dated as of the 1st day of December, 2000, by and between HANCOCK NATURAL RESOURCE GROUP, INC., a Delaware corporation (hereinafter referred to as “HNRGI” or the “Client”), and OLYMPIC RESOURCE MANAGEMENT LLC, a Washington limited liability company (hereinafter referred to as “Manager”). Capitalized terms not otherwise defined in this Amendment shall have the meanings given therefor in that certain Master Timber Management Agreement (Western Operations) effective as of January 1, 1998, as amended by the agreements listed on Exhibit A hereto (herein collectively the “Master Agreement”).
NOTE (Revolving with Multiple Pricing Options)Pope Resources LTD Partnership • May 8th, 2015 • Forestry
For Value Received, on April 1, 2020 (the “Loan Maturity Date”), Borrower, as defined below, as principal, jointly and severally, promises to pay to NORTHWEST FARM CREDIT SERVICES, PCA (“Lender”), or order, at its office in Spokane, Washington, or such other place as the holder of this Note (this “Note”) may designate in writing, the principal balance of Twenty Million and no/100’s Dollars ($20,000,000.00) (the “Total Commitment Amount”), or so much thereof as may be outstanding, plus interest thereon from and after any Disbursement Date, at interest rates as provided for hereafter. For all intents and purposes, all Loan Segments are treated as one obligation under this Note and the other Loan Documents.
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 9th, 2011 • Pope Resources LTD Partnership • Forestry
This First Amendment to Loan Agreement (this “First Amendment”) is made this 7th day of February, 2011, by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Lender”), and ORM TIMBER OPERATING COMPANY II, LLC, a Delaware limited liability company (“Borrower”), with reference to the following recitals of fact:
ContractOption Agreement • March 9th, 2005 • Pope Resources LTD Partnership • Forestry • Washington
OPTION AGREEMENT This OPTION AGREEMENT (this “Agreement”) is made and entered into this ___ day of _______, 2003, by and between Pope Resources, a Delaware limited partnership, and OPG Properties LLC, a Washington limited liability company (collectively, “Optionor”), and Kitsap County, a Public Entity (“Optionee”), with respect to the following real property (the “Real Property”): PARCEL A: The Southeast quarter of the southeast quarter of Section 33, Township 27 north, Range 2 east; the south half of the southwest quarter of Section 34, Township 27 north, Range 2 east; the north half of the northeast quarter, the southeast quarter of the northeast quarter and the east half of the southeast quarter of Section 4, Township 26 north, Range 2 east; the northwest quarter of Section 3, Township 26 north, Range 2 east, W.M., Kitsap County, Washington, subject to all agreements, conditions, covenants, declarations, easements, restrictions, and other matters of record. PARCEL B: The south
FIRST AMENDMENT TO MASTER TIMBER MANAGEMENT AGREEMENT (Western Operations)Master Timber Management Agreement • April 1st, 2002 • Pope Resources LTD Partnership • Forestry
THIS FIRST AMENDMENT (the “Amendment’) is dated as of the 26th day of July, 1999, by and between HANCOCK NATURAL RESOURCE GROUP, INC., a Delaware corporation (hereinafter referred to as “HNRGI” or the “Client”), and OLYMPIC RESOURCE MANAGEMENT LLC, a Washington limited liability company (hereinafter referred to as “Manager”). Capitalized terms not otherwise defined in this Amendment shall have the meanings given therefor in that certain Master Timber Management Agreement (Western Operations) effective as of January 1, 1998 (as amended, the “Master Agreement”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 20th, 2001 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this "Amendment") dated as of June 1, 2001, is made by and among Olympic Property Group LLC, a Washington limited liability company ("OPG"), Olympic Water and Sewer, Inc., a Washington corporation (the "Company"), and Port Ludlow Associates LLC, a Washington limited liability company ("Purchaser"), regarding that certain Stock Purchase Agreement dated May 29, 2001 (the "Agreement"), among OPG, the Company, and Purchaser, for the purchase and sale of the shares of capital stock of the Company (the "Shares").
POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP Class A Fixed Rate Senior Secured Note, due April 1, 2011Pope Resources LTD Partnership • April 1st, 2002 • Forestry
AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • April 2nd, 2020 • Pope Resources LTD Partnership • Forestry
Adopted by the Board of Directors of Pope MGP, Inc., on March 29, 2020, to be effective in accordance with Section 6.10 of the Second Amended and Restated Limited Partnership Agreement of Pope Resources, A Delaware Limited Partnership, dated as of February 20, 2019.
AMENDMENT AND REAFFIRMATION OF GUARANTYReaffirmation of Guaranty • March 6th, 2014 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT AND REAFFIRMATION OF GUARANTY (this "Agreement ') is made and entered into as of August 15,2013, by ORM TIMBER FUND II, INC., a Delaware corporation ("Guarantor"), in favor of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (the "Lender") and the subsequent owners and holders of the Notes defined herein, with reference to the following recitals of fact:
REAL ESTATE PURCHASE AND SALE AGREEMENTAssignment and Assumption Agreement • April 1st, 2002 • Pope Resources LTD Partnership • Forestry • Washington
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 20th day of November 2001, by and between POPE RESOURCES, a Delaware limited partnership (“Seller”), and WEYERHAEUSER COMPANY, a Washington corporation (“Buyer”).
LOAN AGREEMENT Between METROPOLITAN LIFE INSURANCE COMPANY And ORM TIMBER OPERATING COMPANY II, LLC, as Borrower With ORM TIMBER FUND II, INC., as Guarantor FIRST MORTGAGE LOAN of US$11,000,000 LOAN NO.: 194231 September 1, 2010Loan Agreement • March 9th, 2011 • Pope Resources LTD Partnership • Forestry • Washington
This LOAN AGREEMENT (this “Agreement”) is dated as of September 1, 2010, by and among ORM TIMBER OPERATING COMPANY II, LLC, a Delaware limited liability company (“Borrower”), with an address at 19245 Tenth Avenue NE, Poulsbo, Washington 98370 and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Lender”).
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • February 28th, 2013 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Amendment”) is made and entered into effective November 10, 2012, by and between NORTHWEST FARM CREDIT SERVICES, PCA (“Lender”) and POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”).
NOTE (Port Gamble Loan)Note • November 9th, 2016 • Pope Resources LTD Partnership • Forestry
For Value Received, on July 1, 2027 (the “Loan Maturity Date”), Borrower, as defined below, promises to pay NORTHWEST FARM CREDIT SERVICES, FLCA (“Lender”) or order, at its office in Spokane, Washington, or such other place as the holder of this Note (this “Note”) may designate in writing, the principal balance of Twenty-one Million and no/100’s Dollars ($21,000,000.00) (the “Total Commitment Amount”), or so much thereof as may be outstanding, plus interest thereon from and after any Disbursement Date, at interest rates as provided for hereafter. For all intents and purposes, all Loan Segments are treated as one obligation under this Note and the other Loan Documents.
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • March 5th, 2019 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Amendment”) is made and entered into effective October 11, 2018, by and between the undersigned (“Lender”) and the undersigned, collectively (“Borrower”).
AMENDMENT NO. 5 TO REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • August 20th, 2001 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT NO. 5 TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Amendment") dated as of May 15, 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 d
