Exhibit 10









	

   


  	

  Exhibit 10.25


  





 




 




 




 




 




 




 




 




 




After

Recording, Return to:




Douglas W. MacDougal


Schwabe, Williamson & Wyatt, P.C.


1211 SW Fifth Ave., Suite 1700


Portland, OR 97204




 




 




 FOURTH AMENDMENT TO TIMBERLAND DEED OF TRUST


AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS


(STATE OF WASHINGTON)




 




 




Reference numbers of related documents:




 




Grantor(s):




 




 




 




Grantee(s):




 




 




 




Legal

Description:




 




 




 




Assessor’s

Property Tax Parcel Account Number(s):




 




 




 




 





























 




FOURTH AMENDMENT TO TIMBERLAND DEED

OF TRUST


AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS


(STATE OF WASHINGTON)




 




 




 




This Fourth Amendment to Timberland Deed of Trust and

Security Agreement With Assignment of Rents (“Amendment”) amends that certain

Timberland Deed of Trust and Security Agreement with Assignment of Rents (“Deed

of Trust”), dated and recorded April 29, 1992, in Volume 371,

pages 237-332, Records of Jefferson County, Washington; first amended

May 13, 1992 by Amendment recorded August 26, 1992, in

Volume 385, pages 204-206, records of Jefferson County, Washington;

and amended May 25, 1993 by Second Amendment recorded June 14, 1993,

in Volume 417, pages 297-299, records of Jefferson County,

Washington, and amended May 25, 1993 by Third Amendment recorded

December 29, 1995, in Volume 542, pages 447-448, records of

Jefferson County, Washington.  All

references to the Deed of Trust herein mean and refer to the Deed of Trust as

so amended.




1.             Section 1.19(d) of the Deed of Trust is amended to

add the following:




Anything to the contrary

in this Deed of Trust notwithstanding, up to an aggregate of 130,550 MBF of

timber may be harvested from the Real Property during the five-year period from

January 1, 1999 to December 31, 2003 without creating any additional

obligation of the Grantor to reduce the principal balance under the Note.  Any harvest in excess of said 130,50 MBF

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

specified above; provided, no more than 75,000 MBF may be harvested within

calendar years 1999-2000; and provided further, if harvest volume exceeds this

amount, growth estimates shall be recomputed and Beneficiary may require that a

new harvest level be set.




2.             All references to the Note in the Deed of Trust shall

mean and refer to the Note as amended by First Amendment to Promissory Note

dated May 25, 1993 and Second Amendment to Promissory Note

December 19, 1995, and as amended by Third Amendment to Promissory Note

dated                                  , 1999.




[Remainder

of page intentionally left blank]




 




 




 




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3.             As amended hereby, the Deed of Trust is ratified and

confirmed.




 




4.             The effective date of this Amendment shall be

January 1, 1999.




	

  DATED: 

  December 20, 1999.


  	

   


  	

   


  	

   


  
	

   


  	

  POPE RESOURCES, A Delaware Limited Partnership


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  POPE MGP, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Gary F. Tucker


  
	

   


  	

   


  	

   


  	

  Name: 

  Gary F. Tucker


  
	

   


  	

   


  	

   


  	

  Title: 

  President & CEO


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  ATTEST:


  	

    /s/ Craig L. Jones


  
	

   


  	

   


  	

   


  	

  Name:  Craig L. Jones


  
	

   


  	

   


  	

   


  	

  Title:  Senior Vice President


  
					





 




	

   


  	

   


  	

   


  	

   


  
	

   


  	

  JOHN HANCOCK MUTUAL

  LIFE INSURANCE COMPANY


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ C. Whitney Hill


  
	

   


  	

   


  	

  C. Whitney Hill


  
	

   


  	

   


  	

  Its: 

  Assistant Investment Officer


  
					





 




[Notaries

on following page]




 




 




 




 




3





























 




	

  STATE OF WASHINGTON


  	

  )


  
	

   


  	

  )  ss.


  
	

  COUNTY

  OF KITSAP


  	

  )


  





 




                On this 20th day

of December, 1999, before me, the undersigned, a Notary Public in and for the

State of Washington, duly commissioned and sworn, personally appeared

Gary F. Tucker and Craig L. Jones, to me known to be the

President & CEO and Senior 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

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/ Wendy C. Battaglino


  
	

   


  	

  NOTARY

  PUBLIC IN AND FOR THE STATE OF WASHINGTON


  
	

   


  	

  residing

  at Silverdale, Washington


  
	

   


  	

  My

  appointment expires 4-9-02


  





 




 




	

  STATE

  OF CALIFORNIA


  	

  )


  
	

   


  	

  )  ss.


  
	

  COUNTY

  OF SACRAMENTO


  	

  )


  





 




                On

December 17, 1999, before me, Sharon A. Sturm (notary name), Notary

Public, personally appeared C. Whitney Hill (signer), personally known to

me (or proved to me on the basis of satisfactory evidence) to be the persons)

whose names) is/are subscribed to the within instrument and acknowledged to me

that he/she/they executed the same in his/her/their authorized capacity(ies),

and that by his/her/their signatures) on the instrument the person(s), or the

entity upon behalf of which persons) acted, executed the instrument.




 




	

   


  	

  WITNESS my hand and

  official seal.


  
	

   


  	

   


  
	

   


  	

    /s/

  Sharon A. Sturm


  	

   


  
	

   


  	

  Sharon A. Sturm, Notary Public


  
	

   


  	

  My Commission expires November 3, 2000


  





 




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