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EXHIBIT

10.39




 




PROMISSORY

NOTE




 




	

  $27,000,000


  	

   


  	

  March 27, 2001


  





 




FOR VALUE RECEIVED, the undersigned (the “Borrower”),

hereby promises to pay to the order of BANK OF AMERICA, N.A. (“Lender”),

on the Maturity Date (as defined in the Credit Agreement referred to below) the

principal amount of Twenty Seven Million Dollars ($27,000,000), or such lesser

principal amount of Loans (as defined in the Credit Agreement referred to

below) payable by Borrower to Lender on such Maturity Date under that certain

Credit Agreement dated as of March 27, 2001 between Borrower and Lender (as

amended, restated, extended, supplemented or otherwise modified in writing from

time to time, the “Agreement;” the terms defined therein being used

herein as therein defined).




 




Borrower promises to pay interest on the unpaid

principal amount of each Loan from the date of such Loan until such principal

amount is paid in full, at such interest rates, and payable at such times as

are specified in the Agreement.  All

payments of principal and interest shall be made to Lender in United States

Dollars in immediately available funds at Lender’s Office.  If any amount is not paid in full when due

hereunder, such unpaid amount shall bear interest, to be paid upon demand, from

the due date thereof until the date of actual payment (and before as well as

after judgment) computed at the per annum rate set forth in the Agreement.




 




This Note is the “Note” referred to in the

Agreement.  Reference is hereby made to

the Agreement for rights and obligations of payment and prepayment, events of

default and the right of Lender to accelerate the maturity hereof upon the

occurrence of such events.  Loans made

by Lender shall be evidenced by one or more loan accounts or records maintained

by Lender in the ordinary course of business. Lender may also attach schedules

to this Note and endorse thereon the date, amount and maturity of its Loans and

payments with respect thereto.




 




Borrower, for itself, its successors and assigns,

hereby waives diligence, presentment, protest and demand and notice of protest,

demand, dishonor and non-payment of this Note.




 




Borrower agrees to pay all collection expenses, court

costs and Attorney Costs (whether or not litigation is commenced) which may be

incurred by Lender in connection with the collection or enforcement of this

Note.




 




THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON.  ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, TO EXTEND CREDIT, OR

TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER

WASHINGTON LAW.




 




	

   


  	

  POPE

  RESOURCES, A DELAWARE LIMITED


  PARTNERSHIP


  
	

   


  	

   


  
	

   


  	

  By: 


  	

  POPE MGP, INC.,

  a Delaware corporation, as Managing General Partner


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/  Thomas M. Ringo


  
	

   


  	

   


  	

  Its:


  	

  Vice President

  and CFO


  





 





























 




LOANS

AND PAYMENTS WITH RESPECT THERETO




 




	

  Date


  	

   


  	

  Type

  of Loan Made


  	

   


  	

  Amount

  of Loan Made


  	

   


  	

  End

  of Interest Period


  	

   


  	

  Amount

  of Principal or Interest Paid This Date


  	

   


  	

  Outstanding

  Principal Balance This Date


  	

   


  	

  Notation

  Made By


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




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