TITLE









	

   


  	

  Exhibit

  10.23


  





 




SECOND

AMENDMENT TO TIMERLAND DEED OF TRUST


AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS


(STATE OF WASHINGTON)




 




This amends Timberland

Deed of Trust and Security Agreement with Assignment of Rents, dated and

recorded April 29, 1992, in Volume 271, pages 237-332, Records

of Jefferson County, Washington, and first amended May 13, 1992 by

Amendment recorded August 26, 1992, in Volume 385,

pages 204-206, records of Jefferson County, Washington.




1.             Section 1.17(c)

is hereby amended so as to read:




Consolidated Ratio of Liabilities to Capital:




The ratio of Grantor’s Consolidated Liabilities

(excluding deferred profit) to Tangible Partner’s Capital shall at all times

not be greater than 2.0:1.0. 

Notwithstanding the previous sentence, the aforementioned ratio shall

not exceed the following benchmarks during each of the respective periods:




	

  March 1, 1993 through September 30, 1993


  	

   


  	

  3.8:1.0


  
	

  October 1, 1993 through March 31, 1994


  	

   


  	

  2.3:1.0


  
	

  April 1, 1994 and thereafter


  	

   


  	

  2.0:1.0


  
	

   


  	

   


  	

   


  





2.             Section 1.17(d)

is hereby amended so as to read:




(d)       Tangible Partner’s Capital:  The Grantor’s Tangible Partner’s Capital was

not less than $28,355,000 on December 31, 1992, and will be maintained at

not less than $9,000,000, but to be increased annually by:  (i) 50% of Grantor’s consolidated net

income for the first four years following 1992, (ii) 40% of such

consolidated net income on a consolidated basis for the next five years,

(iii) 30% of such consolidated net income for the next five years,

(iv) 20% of such consolidated net income for the next five years, and

(v) 10% of such consolidated net income for the next five years.




3.             Section 1.19(d) is hereby

amended so as to add thereto the following:




Anything in this

Section 1.19(d) to the contrary notwithstanding, up to an aggregate of

40,000 MBF of timber may be harvested from the Timberlands during the two year

period from January 1, 1993 to December 31, 1994 without creating any

obligation of the Maker to reduce the principal balance of the Note.  Any harvest in excess of said 40,000 MBF

during said two-year period will require principal reduction payments as

specified in (b) above.  Starting in

1995, the annual harvest limitations and permissible carry-over provisions set

forth in the Note as originally executed will continue to apply. Provided, that

no carry-over of unused allowable harvest volume from 1992 shall be allowed and

that in no event will a carry-over be permitted of any portion of the said

40,000 MBF allowance that is not harvested prior to January 1, 1995.




                                4.             As amended and supplemented hereby,

the Deed of Trust and the first amendment thereto are ratified and confirmed.




 




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                                5.             The effective date of this

Amendment shall be January 1, 1993.




	

  DATED:  May 25, 1993.


  	

   


  
	

   


  	

  POPE

  RESOURCES, A Delaware Limited Partnership


  
	

   


  	

   


  
	

   


  	

  By:


  	

  POPE

  MGP, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  George Folquet


  
	

   


  	

   


  	

   


  	

  George

  Folquet, President


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  ATTEST:


  	

   


  	

  /s/

  Thomas M. Ringo


  
	

   


  	

   


  	

   


  	

  Thomas

  Ringo,


  
	

   


  	

   


  	

   


  	

  Vice

  President — Finance


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  JOHN HANCOCK MUTUAL

  LIFE INSURANCE COMPANY


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/

  Donald A. Morway


  
	

   


  	

  Donald A. Morway


  
	

   


  	

  Its: Assistant

  Treasurer


  
					





 




	

  STATE OF WASHINGTON


  	

  )


  
	

   


  	

  )  ss.


  
	

  COUNTY OF KITSAP


  	

  )


  





 




 




                On this 25th day of May, 1993,

before me, the undersigned, a Notary Public in and for the State of Washington,

duly commissioned and sworn, personally appeared George H. Folquet and Thomas

Ringo, to me known to be the President and Vice President, respectively, of

Pope MGP, Inc., the corporation that executed the foregoing instrument as

Managing General Partner of Pope Resources, A Delaware Limited Partnership and

acknowledged the said instrument to be the free and voluntary act and deed of

said corporation on behalf of said Pope Resources, A Delaware Limited




 




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Partnership, for

the uses and purposes therein mentioned, and on oath stated that they were

authorized to execute the said instrument.




 




                Witness my hand and official seal hereto affixed the

day and year first above written.




 




 




	

   


  	

  /s/ Linda Hester


  	

   


  
	

   


  	

  NOTARY PUBLIC in and

  for the State of Washington, residing at Bremerton


  
	

   


  	

  My appointment expires

  9-1-94


  
	

   


  	

  Print Name:  Linda Hester


  





 




	

  THE COMMONWEALTH OF

  MASSACHUSETTS


  	

  )


  
	

   


  	

  )  ss.


  
	

  COUNTY OF SUFFOLK


  	

  )


  





 




 




                                On this 2nd day

of June, 1992, before me, the undersigned, a Notary Public in and for the said

Commonwealth, residing therein, duly commissioned and sworn, personally

appeared Donald A. Morway, to me personally known who by me duly sworn,

did say that he is the Assistant Treasurer of JOHN HANCOCK MUTUAL LIFE INSURANCE

COMPANY, that the seal affixed to the foregoing instrument is the corporate

seal of said corporation, and that said instrument was signed and sealed in

behalf of said corporation by authority of its Board of Directors and as the

free act and deed of said corporation, for the uses and purposes therein

mentioned.




 




                                IN WITNESS

WHEREOF, I have hereunto set my hand and affixed my official seal in said

County the day and year in this certificate first above written.




 




 




	

   


  	

  /s/ Marie C. O’Brien


  
	

   


  	

  NOTARY PUBLIC IN AND

  FOR SAID COMMONWEALTH


  
	

   


  	

   


  	

   


  
	

   


  	

  MARIE C. O’BRIEN, Notary Public


  	

   


  
	

  My appointment expires:  


  	

  MY COMMISSION EXPIRES AUGUST 9, 1996


  	

   


  	

   


  





 




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