TITLE









Exhibit

10.19




 




SECOND

AMENDMENT TO


MANAGEMENT AGREEMENT




 




 




THIS

SECOND AMENDMENT TO MANAGEMENT AGREEMENT (the “Second Amendment”) dated as of

June 29, 2001 is entered into between PIONEER RESOURCES I, LLC, a Delaware

limited liability Company (“Pioneer”), and OLYMPIC RESOURCE MANAGEMENT LLC,

a Washington limited liability company (“Manager”).  Capitalized terms not otherwise defined in

this Second Amendment shall have the meanings set forth in that certain

Management Agreement between Pioneer and Manager dated as of March 22,

2000, as amended by the “First Amendment to Management Agreement” dated as of

September 7, 2000 (the “First Amendment”).  The original Management Agreement as

modified by the First Amendment shall be referred to herein as the “Management

Agreement”.




RECITAL




Pioneer and Manager are parties to the Management

Agreement and the parties wish to further amend the Management Agreement, as

set forth herein.




NOW, THEREFORE, the parties agree as follows:




AMENDMENT TO MANAGEMENT AGREEMENT




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

has been filed separately with the Securities and Exchange Commission]    (a) Section 2.2(a) of the Management Agreement is

deleted in its entirety and replaced by the following:




2.2          Fees. 

(a)(i) [Confidential Treatment for the

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

Securities and Exchange Commission]




                (ii)           [Confidential

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

separately with the Securities and Exchange Commission]




                (iii)          Any fees payable to Manager for

Additional Services or Optional Services performed by Manager in accordance

with Sections 4.3 and 4.4 of this Agreement, respectively, shall be

payable in accordance with the terms of Manager’s engagement by Pioneer to

perform such Additional Services or Optional Services.”




                (b)           Schedule 1 attached to this

Second Amendment shall become Schedule 1 to the Management Agreement.




                (c)           [Confidential

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

separately with the Securities and Exchange Commission]  Section 4 of the First Amendment and

Exhibit 2 to the Management Agreement (and all references thereto) are

hereby deleted from the Management Agreement.




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

has been filed separately with the Securities and Exchange Commission]




 




 





























 




3.             Extension of Term. 

Section 8.1 of the Management Agreement is deleted in its entirety

and replaced by the following:




8.1          Term. 

The term of this Agreement shall commence as of the date hereof, and

shall continue to and including the date of [Confidential

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

separately with the Securities and Exchange Commission]  (the

“Termination Date”).  Thereafter,

this Agreement may be renewed for [Omitted Confidential Information has been filed

separately with the Securities and Exchange Commission] only upon

the mutual consent of Manager and Pioneer in each of their sole

discretions.  The provisions of

Sections 2.3(c)(ii), 6.1, 7.2, 7.3, 8.4 and 9 shall survive any

termination of this Agreement.




4.             Elimination of Pioneer Secured Fee

Obligations from Manager Mortgage.  Manager and

Pioneer agree that, from and after date hereof, the term “Pioneer Secured Fee

Obligations” is hereby deleted from the Management Agreement wherever it may

occur. Manager and Pioneer further agree that, from and after the date hereof,

the term “Pioneer Secured Obligations” shall mean only the Pioneer Secured

Indemnity Obligations.  The Manager

Mortgage shall continue in full force and effect from and after the date

hereof, but shall secure only the Pioneer Secured Indemnity Obligations and shall

cease to secure to the Pioneer Secured Fee Obligations.




5.               [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].




(c)           Scheduled

Buyers.  Upon any termination of the

Management Agreement on or prior to the [Confidential

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

separately with the Securities and Exchange Commission], Pioneer

(acting with the consent of the Required Lenders) and Manager shall mutually

agree on a schedule listing all of the parties (the “Scheduled Buyers”)

that Manager has contacted prior to such termination concerning a sale of any

of Pioneer’s real estate. 

Notwithstanding the termination of the Management Agreement, Pioneer

shall pay to Manager [Confidential Treatment

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

the Securities and Exchange Commission].




(d)           Deletion

of Section on Longview Tract. 

Effective from and after the date of this Second Amendment,

Section 5(B) of the First Amendment shall be deleted in its entirety, and

all future sales with respect to the Longview Tract shall be subject to and

governed by the provisions of this Section 5.




2





























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 Second Amendment (and any amendment of this Second

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

Required Lenders.  Pioneer and Manager

agree that this Second Amendment shall become effective upon the execution

hereof by Manager and Pioneer and Pioneer’s receipt of such written consent

from the Required Lenders.




7.             Miscellaneous. 

This Second Amendment constitutes an integral part of the Management

Agreement.  The Management Agreement, as

amended and supplemented by this Second Amendment, is and shall remain in full

force and effect.




IN WITNESS WHEREOF, the parties hereto have executed this Second

Amendment by and through their properly authorized officers on the date first

specified above.




PIONEER

RESOURCES I, LLC                                           OLYMPIC

RESOURCE MANAGEMENT, LLC




	

  By:


  	

  /s/

  Thomas M. Ringo


  	

   


  	

  By:


  	

  /s/

  David L. Nunes


  
	

  Its:


  	

  VP

  for Manager


  	

   


  	

  Its:


  	

   President


  
	

   


  	

  Date:  8/9/01


  	

   


  	

   


  	

  Date:  8/9/01


  





 




3





























SCHEDULE I




	

  [Confidential Treatment for the omitted material has been

  requested and has been filed seperately with the Securities and Exchange

  Commission] Timber Tract or HBU Sales (A)


  
	

  (all figures actual)


  	

   


  	

  Acres


  	

   


  	

  Value


  	

   


  	

  Relative

  Value%


  	

   


  	

   


  	

   


  	

   


  
	

  Riffe Lake


  	

   


  	

  4,885


  	

   


  	

  [Confidential Treatment for the

  omitted material contained in the entire column has been requested and has

  been filed separately with the Securities and Exchange Commission]


  	

   


  	

  [Confidential Treatment for the

  omitted material contained in the entire column has been requested and has

  been filed separately with the Securities and Exchange Commission]


  	

   


  	

  [Confidential Treatment for the

  omitted material contained in the entire column has been requested and has

  been filed separately with the Securities and Exchange Commission]


  	

   


  	

  [Confidential Treatment for the

  omitted material contained in the entire column has been requested and has

  been filed separately with the Securities and Exchange Commission]


  
	

  Aloha


  	

   


  	

  5,622


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Commander All


  	

   


  	

  43,263


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Williams Ranch


  	

   


  	

  4,504


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




4





























 




	

  Willets


  	

   


  	

  14,158


  	

   


  	

  [Confidential Treatment for the

  omitted material contained in the entire column has been requested and has

  been filed separately with the Securities and Exchange Commission]


  	

   


  	

  [Confidential Treatment for the

  omitted material contained in the entire column has been requested and has

  been filed separately with the Securities and Exchange Commission]


  	

   


  	

  [Confidential Treatment for the

  omitted material contained in the entire column has been requested and has

  been filed separately with the Securities and Exchange Commission]


  	

   


  	

  [Confidential Treatment for the

  omitted material contained in the entire column has been requested and has

  been filed separately with the Securities and Exchange Commission]


  
	

  Longview


  	

   


  	

  57,635


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  East Oregon


  	

   


  	

  192,854


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  322,921


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 






















Note

(A):  If HBUs or sub-tracts are sold, monthly rate

reduction is calculated per this pre-determined schedule (e.g. sell a 1,227

acre Oregon HBU, [Confidential Treatment for

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

Securities and Exchange Commission].  Reduction mechanism outlined above does not apply to timber deed

acres.




 




5