Note Purchase Agrmt 1  (JLG0752.DOC;1)









EXHIBIT

10.35




 




POPE

RESOURCES, A DELAWARE LIMITED PARTNERSHIP




 




Class A Fixed Rate Senior

Secured Note,




 




due April 1, 2011




 




	

  $4,500,000.00


  	

   


  	

  Poulsbo, Washington


  
	

   


  	

   


  	

  March 29, 2001


  





 




 




1.             POPE

RESOURCES, A DELAWARE LIMITED PARTNERSHIP, a Delaware limited

partnership (herein, together with successors and assigns, called “Maker”), for

value received, hereby promises to pay to JOHN HANCOCK LIFE INSURANCE COMPANY, a

Massachusetts corporation (herein, together with each subsequent owner and

holder of this Note, called “Payee”), the principal sum of Four

Million Five Hundred Thousand Dollars and NO/100 ($4,500,000.00), together with

interest on the unpaid principal balance from time to time outstanding

hereunder from the date hereof to maturity (except as hereinafter provided) at

the rate of 7.63% per annum and to pay on demand interest on any overdue

principal (including any overdue prepayment of principal) at the “Default Rate”

provided for under the Agreement (as hereinafter defined).




 




2.             This

Class A Fixed Rate Senior Secured Note (this Note, as it may be amended,

restated, or modified hereafter is herein referred to as this “Note”) is issued

under that certain Note Purchase Agreement (as amended, modified, supplemented

or restated from time to time, the “Agreement”) dated of even date herewith

made by and between Maker, Payee, and the other Holders, as defined in the

Agreement, and is entitled to the benefits thereof.  The Agreement also provides for the issuance by Maker to Payee of

Class A Fixed Rate Senior Secured Notes (including this Note) of even date

herewith in the aggregate principal amount of $30,000,000.00 (said Notes,

including this Note, as may be amended, restated, or modified hereafter are

collectively referred to herein as the “Fixed Rate Notes”).  As provided in the Agreement, this Note is

subject to regular monthly payments of interest beginning May 1, 2001, annual

payments of principal beginning April 1, 2002, and optional and mandatory

prepayments, as specified in the Agreement. 

Maker agrees to make required payments on account of this Note in

accordance with the provisions of the Agreement, including, without limitation Section

4 thereof.  The Fixed Rate Notes,

including this Note, are secured as set forth in the Agreement.  In connection with principal prepayments the

Agreement requires the Maker to pay a prepayment premium under certain

circumstances.




 




3.             Each

“Event of Default” under the Agreement shall be deemed an event of default

under this Note.




 




4.             Under

certain circumstances, as specified in the Agreement, the principal and accrued

interest of this Note may be declared due and payable in the manner and with

the effect provided in the Agreement.




 




 





























 




5.             Limitations

on the rate and amount of interest payable pursuant to this Note are contained

in Section 11.5 of the Agreement.




 




6.             Maker

is liable for the payment of attorneys fees and collection costs to the Payee

in accordance with Section 6.6 of the Agreement.




 




7.             Maker

hereby waives notice (including without limitation notice of intention to accelerate

maturity, notice of acceleration of maturity, notice of nonpayment and notice

of protest), demand, presentment for payment, protest, bringing of suit and

diligence in taking any action to collect amounts owing hereunder or in

proceeding against any of the rights and properties securing payment hereof,

and is directly and primarily liable for the amount of all sums owing or to be

owing hereon.  Maker agrees that the

time for payments hereunder may be extended from time to time without notice,

and consents to the acceptance of further security or the release of any

existing security for this Note without in any manner affecting Maker’s

liability with respect to this Note. 

Maker agrees that its liability on or with respect to this Note shall

not be affected by any release of or change in any guaranty or security at any

time or by any failure to perfect or maintain perfection of any lien against or

security interest in any such security or the partial or complete

unenforceability of any guaranty or other surety obligation, in each case in

whole or in part, with or without notice and before or after maturity.  No extension of the time for the payment of

this Note or any installment hereof made by agreement with any person now or

hereafter liable for the payment of this Note shall operate to release,

discharge, modify, change or affect the original liability of Maker under this

Note.




 




8.             Section

12.10 of the Agreement sets forth an exoneration of the general partners of the

Maker from personal liability for the indebtedness evidenced by this Note.




 




9.             THIS

NOTE AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY THE

LAWS OF THE STATE OF WASHINGTON EXCEPT TO THE EXTENT THE SAME ARE GOVERNED BY

APPLICABLE FEDERAL LAW.




 




	

   


  	

  POPE RESOURCES, A DELAWARE LIMITED


  PARTNERSHIP, a Delaware limited partnership,


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  Pope MPG, Inc., a Delaware corporation, 


  
	

   


  	

   


  	

  its managing partner 


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

       


  	

  /s/ Thomas M. Ringo 


  
	

   


  	

   


  	

  Name:


  	

  Thomas M. Ringo 


  
	

   


  	

   


  	

  Title:


  	

    


  	

  Vice President & CFO


  
									





 




 




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