AMENDMENT TO PROMISSORY NOTE









EXHIBIT 10.31




 




FOURTH AMENDMENT TO PROMISSORY NOTE




 




WHEREAS, on April

29, 1992, POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Pope”), executed

that certain Promissory Note in favor of JOHN HANCOCK MUTUAL LIFE INSURANCE

COMPANY, now known as John Hancock Life Insurance Company (“Hancock”), in the

face amount of $16,000,000.00, which was subsequently amended on May 25, 1993,

December 19, 1995, and December 20, 1999 (such Promissory Note, as amended

herein and as may be amended hereafter is referred to as the “Note”).




 




WHEREAS, under

that certain Note Purchase Agreement (said Note Purchase Agreement together

with any and all replacements, supplements, modifications, amendments,

restatements, renewals or extensions thereof is hereinafter referred to as the

“Note Purchase Agreement.”) dated of even date herewith, by and among Pope,

John Hancock Life Insurance Company, and the other Holders, as defined in the

Note Purchase Agreement, Pope issued to the Holders, as defined in the Note

Purchase Agreement, certain Class A Fixed Rate Senior Secured Notes (said

notes, together with any and all replacements, supplements, modifications,

amendments, restatements, renewals or extensions thereof are hereinafter

individually and collectively referred to as the “2001 Notes”) all dated of

even date herewith in the aggregate principal amount of $30,000,000;




 




NOW, THEREFORE,

the parties agree to amend the Note as follows:




 




1.             On April 1, 2001, Pope shall pay

the scheduled principal and interest payment of $136,291.21.  After such payment is made the outstanding

principal balance due under the Note will be $12,798,824.92.  From and after April 1, 2001, such principal

balance will be paid in accordance with the following:




 




(a)           Interest Rate.  Interest shall accrue on the unpaid principal

balance of the Note from April 1, 2001, through and including April 1, 2011, at

a rate of Nine and Sixty-five Hundredths percent (9.65%) per annum.  Interest under the Note shall be calculated

on the basis of a 360-day year.




 




(b)           Required Interest

Payments.  Pope shall pay to

Hancock, all accrued, unpaid interest on the Notes monthly, in arrears,

beginning on May 1, 2001,and continuing on the first day of each calendar

month thereafter through and including April 1, 2011.




 




(c)           Required

Principal Payments.  The principal

amount of the Note is due and payable, and shall be repaid by Pope in full, as

follows: commencing on April 1, 2002, and continuing on each April 1 thereafter

through and including April 1, 2011, an installment of $540,000 shall be due

and payable to Hancock.




 




(d)           Maturity.  Unless previously paid in full in accordance

with the provisions of the Note, in all events the entire unpaid balance of the

Note, including principal, interest, and any advances then outstanding shall be

due and payable, unless sooner accelerated, on April 1, 2011.




 




2.             The timber harvest provisions

contained in Section 2 of the Note with respect to the Property, as defined in

the Note, are hereby replaced with the applicable provisions in the Note

Purchase Agreement.




 





























 




3.             Section 11 of the Note is hereby

replaced with the following: "Upon an "Event of Default" under

the Note Purchase Agreement, the entire unpaid principal, interest, and any

other obligations under this Note or under the Deed of Trust, as defined in the

Note, or other instrument securing this Note, shall at once become due and

payable at the option of the Holder, as defined in the Note, notice of such

election being hereby expressly waived, provided always that Holder, as defined

in the Note, must exercise such option reasonably and in good faith."




 




4.             Section 6 is hereby deleted in its

entirety.




 




5.             The “Prepayment Premium” applicable

to the principal under the Note prepaid during any year, other than the

prepayments required in subparagraphs 1(c) and 1 (d) above, shall be an amount

equal to the applicable Make-Whole Premium Amount, as defined in the Note

Purchase Agreement.  Any payment of the

indebtedness evidenced by the Note following acceleration of such indebtedness

by Hancock upon an Event of Default, as defined in the Note Purchase Agreement,

shall be deemed to be a voluntary prepayment of such indebtedness by Pope and

shall be subject to the Prepayment Premium provided for in the Note Purchase

Agreement.  Notwithstanding the

foregoing, if (i) Pope obtains casualty insurance on the Property, as defined

in the Note, and if the proceeds of such casualty insurance are the source of

any such prepayment, or (ii) if the source of any such prepayment is

condemnation proceeds received with respect to a condemnation or similar taking

of any portion of the Property, as defined in the Note, by any governmental

authority, then no Prepayment Premium shall be payable with respect to such

prepayment.




 




6.             NOTICE TO BORROWER:  THIS NOTE PROVIDES FOR A PREPAYMENT PREMIUM

THAT WILL BE DUE IF PAYMENTS IN A SPECIFIED AMOUNT ARE MADE IN ADVANCE OF THE

TIME OR IN EXCESS OF THE AMOUNTS SPECIFIED IN THIS NOTE, EXCEPT AS MAY BE

OTHERWISE PROVIDED HEREINABOVE.




 




7.             No other modification to the Note

is made or intended to be made hereby, and as amended herein, the Note is

hereby ratified and confirmed by Pope and Hancock and shall remain in full

force and effect.




 




8.             The executed original hereof shall

be physically attached to the executed original of said Note.




 




DATED this 29th

day of March, 2001.




 




 




	

   


  	

  POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP,


  having a principal place of business at Poulsbo, Washington


  	 

	

   


  	

   


  	 

	

   


  	

  By:


  	

  POPE MGP, INC., managing general partner


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

  /s/ Thomas M. Ringo


  	

   


  	 

	

   


  	

  Name:


  	

   Thomas M. Ringo


  	

   


  	 

	

   


  	

  Title:


  	

   Vice President & CFO


  	

   


  	 

	

   


  	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

  JOHN HANCOCK LIFE INSURANCE COMPANY


  	 

	

   


  	

   


  	 

	

   


  	

   


  	 

	

   


  	

  By:


  	

  /s/ C. Whitney Hill


  	

   


  
	

   


  	

  Name:


  	

  C. Whitney Hill


  	

   


  	 

	

   


  	

  Title:


  	

  Director


  	

   


  
												





 




 




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