FOURTH AMENDMENT TO









Exhibit

10.65




 




FOURTH

AMENDMENT TO




MASTER TIMBER MANAGEMENT AGREEMENT




 




(Western Operations)




 




 




                THIS FOURTH

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 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”).




 




                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 2A of the Master Agreement is

hereby replaced by Exhibit 2A to this Amendment.  This replacement is effective as of January

1, 2002.




 




                3.             Non-Compete.  The fifth paragraph of Section 5.02 is

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




 




                “The

provisions of this Section 5.02 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

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

of this Master Agreement with respect to timberland properties in the states of

Washington, Oregon, California, Idaho and Montana 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 5.02 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 Washington limited liability company 


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  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 FOURTH AMENDMENT




 




List of Amendments to Master Agreement




 




Amendments

to Master Agreement




1.             Letter Agreement dated November 24,

1998




2.             First Amendment dated July 26, 1999




3.             Second Amendment dated February 9,

2000




4.             Third Amendment dated  December 1, 2000




 




Work

Authorizations




1.             Number “AB-3” for Wishkah property

dated May 1, 2000




2.             Number OPA 9901 dated October 15,

1999




3.             Number OPA 9902 dated October 15,

1999




4.             Number OPA 0001 dated January 17,

2000




5.             Number OPA 0002 dated May 11, 2000




6.             Number OPA 0003 dated March 31,

2000




7.             Number W2 dated August 11, 1999




8.             Number W3 dated September 27, 1999




9.             Number VE-00-01 pending approval




10.           Number VE-00-2 pending approval




 




3





























 




EXHIBIT 2A




TO FOURTH AMENDMENT




Property Management Service Fees




	

  


  


  States


  	

   


  	

  


  


  Property


  	

   


  	

  Acres Under


  Management


  (as of 10/1/01)


  	

   


  	

  


  2001 Rate


  $/Acre Fee


  	

   


  	

  


  2002 Rate


  $/Acre Fee


  
	

  California


  	

   


  	

  McCloud


  	

   


  	

  39,208


  	

   


  	

  [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]


  
	

  Oregon


  	

   


  	

  Coates


  	

   


  	

  6,406


  	

   


  	

   


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Wilark


  	

   


  	

  7,770


  	

   


  	

   


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Nicolai


  	

   


  	

  5,524


  	

   


  	

   


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Deer Creek


  	

   


  	

  13,133


  	

   


  	

   


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  St. Helens


  	

   


  	

  4,734


  	

   


  	

   


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Scappoose


  	

   


  	

  10,906


  	

   


  	

   


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Pebble Creek


  	

   


  	

  15,203


  	

   


  	

   


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Wilson River


  	

   


  	

  13,372


  	

   


  	

   


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Umpqua


  	

   


  	

  17,218


  	

   


  	

   


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Gold Bar


  	

   


  	

  4,538


  	

   


  	

   


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Monroe


  	

   


  	

  2,021


  	

   


  	

   


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Skykomish


  	

   


  	

  4,238


  	

   


  	

   


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Wishkah


  	

   


  	

  19


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

  144,290


  	

   


  	

   


  	

   


  	

   


  





 




4