TITLE









Exhibit 10.18




FIRST

AMENDMENT TO




MANAGEMENT

AGREEMENT




 




THIS FIRST AMENDMENT (the “First Amendment’) is dated as of the 7th day

of September, 2000, by and between PIONEER RESOURCES I, LLC a Delaware limited

liability company (hereinafter referred to as “Pioneer”), and OLYMPIC

RESOURCE  MANAGEMENT LLC, a Washington limited

liability company (hereinafter referred to as “Manager”). Capitalized terms not

otherwise defined in this First Amendment shall have the meanings given to them

in that certain Management Agreement effective as of March 22, 2000 (as

amended, the “Management Agreement”).




WHEREAS, Pioneer and Manager are parties to the

Management Agreement; and




WHEREAS, the parties wish to amend the

Management Agreement, all as set forth herein.




NOW,

THEREFORE, the

parties agree as follows:




1.             Purpose. In

connection with the potential sale by Pioneer of certain Timberlands located in

Washington, Oregon and California, Pioneer desires to engage Manager, and

Manager agrees to provide disposition services, in accordance with Section 5 of

the Management Agreement and the scope of services set forth herein

(“Disposition Services”).  For Manager’s

performance of Disposition Services, Pioneer agrees to compensate Manager as

set forth herein (“Disposition Fee”). 

The purpose of this First Amendment is to set forth the terms and

conditions that apply to the Disposition Services to be provided by Manager and

the Disposition Fees to be paid by Pioneer therefor.




2.             Disposition

Services. Without limiting the Manager’s obligations to perform

administration services and property management services pursuant to the

management Agreement, and Pioneer’s obligation under Section 6.2 of the [Confidential Treatment for the omitted material has

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

Commission] to implement the “value maximization plan” on the terms

as approved by the Required Lenders pursuant to the Amendment dated as of

August 11, 2000 to the [Confidential

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

separately with the Securities and Exchange Commission], the scope

of Disposition Services shall include those services customary to the marketing

and sale of real estate properties in Washington, Oregon and California, including

the following:




A.            Respond to

offers outside the normal sales process;




B.            Assist with

determination of appropriate sales price;




C.            Develop a

sales strategy for each property;




D.            Where

necessary or desirable, locate qualified real estate brokers;




E.             Prepare, or

assist with preparation of, all marketing materials and promotional activities;




F.             When

applicable, conduct all aspects of a public sale auction (and, when applicable,

a sealed bid auction), including transmittal of bid information packages to

prospective bidders; response to all inquiries from prospective bidders;

conduct property tours,




 




 





























 




coordinate

other due diligence activities; select the successful bid(s); negotiate the

purchase agreement with successful bidder(s); and assist with closing of each

transaction;




G.            When

required by the Management Agreement, prepare materials to facilitate, and

otherwise assist Pioneer in obtaining, Required Lender sale approval; and




H.            Arrange for

qualified escrow services and oversee closing of each transaction.




3.             Disposition Fee.  Except as expressly provided in Section 5

hereof, Manager shall be entitled to compensation for Disposition Services as

follows:




A.            Brokered Sales.  In the event that Pioneer retains a real

estate broker to sell a Pioneer property, then Manager shall [Confidential Treatment for the omitted material has

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

Commission] from the sale of said property. All costs and expenses

associated with the sale shall be an expense to Pioneer.




B.            Non-Broker Sales.  The following shall apply to sales of

Pioneer property without the use of a real estate broker:




i.              Public Sale

Auctions. Pioneer will sell a portion of the Pioneer properties

utilizing public sale auctions without the use of a real estate broker (“public

sale auction”). In conjunction with a public sale auction, Manager will perform

Disposition Services, including (1) preparation and distribution of an

information package that includes promotional materials, property information,

maps, bid information and a request for offers (hereafter “the Bid Package”);

(2) facilitate the bid process; and (3) assist with closing of each

transaction.  In the event that Pioneer

closes a sale of Pioneer property by public sale auction, then Manager shall be

entitled to a [Confidential Treatment for the

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

Securities and Exchange Commission].  All transaction costs

and expenses, such as closing costs, document preparation, taxes, escrow fees,

title insurance and similar expenses associated with the sale shall be an

expense of Pioneer.




ii.            Private Sales.  Pioneer may sell a portion of the Pioneer

properties by private sale without general solicitation to potential purchasers.

Except as specifically provided in Section 5 with respect to the sale called

NOALE involving Pioneer and the Longview Tract, in the event that Pioneer (1)

receives an unsolicited or solicited offer for a Pioneer property prior to the

date that a Bid Package is mailed for general distribution; and (2) the public

sale auction is not commenced; and (3) the offer results in a closed sale, then

Manager shall be entitled to a [Confidential

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

separately with the Securities and Exchange Commission].  All transaction costs and expenses, such as closing costs,

document preparation, taxes, escrow fees, title insurance and similar expenses

associated with the sale shall be an expense to Pioneer.




 




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4.             [Confidential

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

separately with the Securities and Exchange Commission].




A.            [Confidential Treatment for the omitted material has been requested and

has been filed separately with the Securities and Exchange Commission].




B.            [Confidential Treatment for the omitted material has been requested and

has been filed separately with the Securities and Exchange Commission].




5.             Disposition Services

for Longview Tract and NOALE Exchange.  Pioneer will utilize Manager to provide

certain Disposition Services in conjunction with the Northeast Oregon Assembled

Land Exchange (“NOALE”) involving Pioneer properties and possibly with regard

to the California Longview Tract. The parties agree to the following

arrangement concerning compensation to Manager for Disposition Services

relating to these two transactions:




A.            NOALE Exchange.  It is anticipated that Pioneer will exchange

approximately 21,500 acres to the Bureau of Land Management (“BLM”) for [Confidential Treatment for the omitted material has

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

Commission].  Manager will

provide Disposition Services relating to the transaction. Manager shall be

entitled [Confidential Treatment for the

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

Securities and Exchange Commission].  If the NOALE exchange is

consummated, Manager shall provide Disposition Services relating to the sale of

any of the properties received from BLM in the NOALE exchange and Manager shall

be entitled to [Confidential Treatment for

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

Securities and Exchange Commission].




B.            Longview Tract.  Pioneer may sell all, or a portion of, the

California Longview Tract without the use of Disposition Services provided by

Manager.  Notwithstanding the provisions

of Section 3(B)(i) and 3(B)(ii) above, in the event that Pioneer sells all, or

a portion of, the California Longview Tract without utilizing the Disposition

Services of Manager, then Manager shall [Confidential

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

separately with the Securities and Exchange Commission].




6.             Consent of Required

Lenders.  Pursuant to Section

6.10 and Section 6.11 of the [Confidential

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

separately with the Securities and Exchange Commission] Pioneer and

Manager agree that the effectiveness of this First Amendment (and any amendment

of this First Amendment) is subject to, and contingent upon, the prior written

consent of the Required Lenders. 

Pioneer and Manager agree that this First Amendment shall become

effective upon the execution hereof by Manager and Pioneer and Pioneer’s

receipt of such written consent from the Required Lenders. Pioneer and Manager

acknowledge that the written consent of the Required Lenders to this First

Amendment shall not be deemed the consent of the Lenders, or indicate the

Lenders’ willingness to consent, to any specific sale transaction (including

the NOALE sale) contemplated hereby, such consent being required to the extent

set forth in [Confidential Treatment for the

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

Securities and Exchange Commission].




 




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7.             Miscellaneous. This First

Amendment constitutes an integral part of the Management Agreement. Except as

expressly amended by this First Amendment, the Management Agreement shall

remain in full force and effect.




IN WITNESS WHEREOF, the

parties hereto have executed this First Amendment by and through their properly

authorized officers on the date first specified above.




	

  PIONEER:


  	

   


  	

   


  	

  MANAGER:


  
	

   


  	

   


  	

   


  	

   


  
	

  PIONEER RESOURCES I, LLC,  


  	

   


  	

   


  	

  OLYMPIC RESOURCE MANAGEMENT LLC, 


  
	

  a Delaware liability company 


  	

   


  	

   


  	

  a Washington limited liability company


  
	

   


  	

   


  	

   


  	

   


  
	

  By:  Olympic Resource


  	

   


  	

   


  	

   


  
	

  Management, Manager


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By


  	

  /s/ Thomas M. Ringo


  	

   


  	

   


  	

  By:


  	

  /s/  David

  Nunes


  	 

	

  Its:


  	

  Vice President & CFO


  	

   


  	

   


  	

  Its:


  	

  President & COO


  	 

	

  Date:


  	

  Sept.

  7, 2000


  	

   


  	

   


  	

  Date:


  	

  9/7/00


  	 

								





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