FOURTH AMENDMENT TO









Exhibit

10.66




 




SIXTH

AMENDMENT TO




MASTER TIMBER MANAGEMENT AGREEMENT




 




(Canadian Operations)




 




 




                THIS SIXTH

AMENDMENT (the “Amendment”) is dated as of the 8th day of January, 2002,

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 British Columbia 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 effective as of January 1, 1998, as amended by

the agreements listed on Exhibit A hereto (herein collectively the

“Master Agreement”).




 




                WHEREAS, the

parties hereto are parties to the Master Agreement, and




 




                WHEREAS, the

parties wish to amend the Master Agreement, all as set forth herein,




 




                NOW, THEREFORE,

the parties hereby agree as follows:




 




                1.             Extension of Term.  The term of the Master Agreement is hereby

extended for an additional one (1) year period commencing January 1, 2002

and continuing through and including December 31, 2002.




 




                2.             Property Management Service Fee.  Exhibit 1A of the Master Agreement is

hereby replaced by Exhibit 1A to this Amendment.  This replacement is effective as of January

1, 2002.




 




                3.             Non-Compete.  The fifth paragraph of Section 4.02 is

hereby deleted in its entirety and the following is inserted in its stead:




 




                “The

provisions of this Section 4.02 shall survive termination of this Master

Agreement for a period of:




                (i)

twenty-four calendar months with respect to each Plan and Endowment that is

invested in an Ultimate Client Portfolio managed by Client, as of the date of

termination or expiration of this Master Agreement, provided however that the

restrictions contained in subclause (c) of the first paragraph of this Section

4.02 shall not continue to apply from and after the termination or expiration

of this Master Agreement with respect to timberland properties in British

Columbia, Alberta and Saskatchewan owned or managed by CalPERS and




                (ii)

twelve calendar months with respect to any other Plan or Endowment (“Other Plan

or Endowment”), provided however that the restrictions contained in subclause

(c) of the first paragraph of this Section 4.02 shall not continue to apply

from and after the termination or expiration of this Master Agreement with

respect to timberland properties in the Continental United States or Canada

owned or managed by any Other Plan or Endowment.”




 




                4.             Miscellaneous.  This Amendment and all exhibits and schedules

hereto constitute an integral part of the Master Agreement.  Except as expressly amended by this

Amendment, the Master Agreement shall remain in full force and effect.




 





























 




                IN WITNESS

WHEREOF, the parties hereto have executed this Amendment by and through their

properly authorized officers on the date first above written.




 




	

  CLIENT:


  	

   


  	

   


  	

  MANAGER:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  HANCOCK NATURAL RESOURCE GROUP, INC., a Delaware

  corporation 


  	

   


  	

  OLYMPIC RESOURCE MANAGEMENT LLC,


  a British Columbia corporation 


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  [Confidential

  Treatment for the omitted material has been requested and has been filed

  separately with the Securities and Exchange Commission]


  	

   


  	

  By:


  	

  /s/ David L. Nunes


  
	

   


  	

  [Confidential

  Treatment for the omitted material has been requested and has been filed

  separately with the Securities and Exchange Commission]


  	

   


  	

   


  	

  David L. Nunes


  President and Chief Executive Officer


  
	

   


  	

  Vice President


  	

   


  	

   


  	

   


  
							





 




 




2





























 




EXHIBIT A




TO SIXTH AMENDMENT




 




List of Amendments to Master Agreement




 




Amendments

to Master Agreement




1.             Consent to Assignment of Master

Timber Management Agreement dated December 29, 1998




2.             Amendment dated December 29, 1998




3.             Second Amendment dated July 26,

1999




4.             Third Amendment dated August 6,

1999




5.             Fourth Amendment dated December 23,

1999




6.             Fifth Amendment dated December 1,

2000




 




Work

Authorizations




1.             Number OPA C0001 dated January 17,

2000




2.             Number OPA C0002 dated April 3,

2000




 




3





























 




EXHIBIT 1A




To Sixth Amendment




Property Management Service Fee




Canadian

Properties/Canadian Dollars




 




	

  


  


  Province


  	

   


  	

  


  


  Property


  	

   


  	

  Acres

  Under


  Management


  (as of 10/1/01)


  	

   


  	

  


  2001 Rate


  $/Acre

  Fee


  	

   


  	

  


  2002 Rate


  $/Acre Fee


  
	

  British

  Columbia


  	

   


  	

  Comox


  	

   


  	

  28,639


  	

   


  	

  [Confidential

  Treatment for the omitted material contained in the entire column has been

  requested and has been filed separately with the Securities and Exchange

  Commission]


  	

   


  	

  [Confidential

  Treatment for the omitted material contained in the entire column has been

  requested and has been filed separately with the Securities and Exchange

  Commission]


  
	

  British

  Columbia


  	

   


  	

  Lake

  Cowichan


  	

   


  	

  32,302


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

  60,941


  	

   


  	

   


  	

   


  	

   


  





 




*

Canadian rates of [Confidential Treatment for the omitted material has

been requested and has been filed separately with the Securities and Exchange

Commission] and [Confidential Treatment for the omitted material has

been requested and has been filed separately with the Securities and Exchange

Commission]  for 2001 and

2002, respectively assuming an exchange rate of [Confidential Treatment for the omitted

material has been requested and has been filed separately with the Securities

and Exchange Commission]




 




 




4