TITLE









Exhibit

10.10




 




THIRD

AMENDMENT TO




MASTER TIMBER MANAGEMENT AGREEMENT




 




(Western Operations)




 




 




THIS THIRD AMENDMENT (the “Amendment”) is dated as of the 1st

day of December, 2000, by and between HANCOCK NATURAL RESOURCE GROUP, INC., a

Delaware corporation (hereinafter referred to as “HNRGI” or the “Client”), and OLYMPIC

RESOURCE MANAGEMENT LLC, a Washington limited liability company

(hereinafter referred to as “Manager”). 

Capitalized terms not otherwise defined in this Amendment shall have the

meanings given therefor in that certain Master Timber Management Agreement

(Western Operations) effective as of January 1, 1998, as amended by the

agreements listed on Exhibit A hereto (herein collectively the “Master

Agreement”).




WHEREAS, the parties hereto are parties to the Master Agreement, and




WHEREAS, the parties wish to amend the Master Agreement, all as set

forth herein,




NOW, THEREFORE, the parties hereby agree as follows:




1.             Extension

of Term.  The term of the

Master Agreement is hereby extended for an additional one (1) year period

commencing January 1, 2001 and continuing through and including December 31,

2001.




2.             Decision

Making and Signing Authority.  Effective immediately, Exhibit 1B of the Master Agreement

is hereby replaced by Exhibit 1B to this Amendment.




3.             Property

Management Service Fee.  Exhibit 2A of the Master Agreement is hereby replaced by Exhibit

2A to this Amendment.  This

replacement is effective as of January 1, 2001.




4.             Real

Estate Sales Contract.  Effective immediately, Exhibit 3A of the Master Agreement

is hereby replaced by Exhibit 3A to this Agreement.




5.             Additional

Services.  Exhibit B of

the First Amendment of the Master Agreement is hereby replaced by Exhibit B

of this Agreement.  This replacement is

effective as of January 1, 2001.




6.             Disposition

and Acquisition Time and Material Fees.  Exhibit 3B of the First Amendment of

the Master Agreement is hereby replaced by Exhibit 3B to this

Agreement.  This replacement is

effective as of January 1, 2001.




7.             Plans

and Endowments.  Effective immediately, Section 1.15 of the Master Agreement is

hereby deleted and the following provision inserted in its stead:




“1.15

Plans and Endowments means pension fund or retirement plans and

accounts, endowments or foundations domiciled in the 




 




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United States or Canada and organized and operated pursuant to the

United States or Canadian law primarily or exclusively for the benefit of

persons living within those jurisdictions; provided, however, that the terms “endowments”

and “foundations” shall not include organizations or entities that own or

acquire timberlands for conservation, environmental enhancement, wildlife

protection or purposes other than commercial timberland activities.”




8.             Manager’s

Primary Duties and Responsibilities.  Effective January 1, 2001, Section 2.02

of the Master Agreement shall be amended by including the following additional

Manager duties and responsibilities:




(r)            Manager

shall participate in timber landowner association working groups and

committees, such as PFLA, WFPA, OFIC, and CFA, at a level to be mutually

determined by Client and Manager.




(s)           Manager

shall support Client’s efforts around internal SFI audits and reporting, and

around FSC/SmartWood annual audits on the McCloud property.




(t)            Manager

shall support Client’s efforts in client service, including support in planning

and implementation of routine client tours, and in responding to routine

property-related client information requests.




(u)           Manager

shall assist Client in periodic, routine special projects, including cost

benchmarking, data tracking, reporting, or mapping requests that potentially

add value to Client’s properties. 

Manager shall not be responsible for out-of-pocket expenses associated

with such projects, nor is this section intended to address large-scale

projects.




(v)           Manager

shall monitor and participate in forest research cooperatives as needed, so

that Manager’s forest management planning and implementation reflects the

currently publicly available knowledge and technology.  All new strategies and tactics in property

management shall be pre-approved by Client.




(w)          Manager

shall collect clonal family data on trees to be planted (when available) and

record the information within the stand level data system as part of the

standard planting information process.




Existing Section 2.02(f)

is amended by continuing the last sentence thereof as follows: “and a Forest

Suppression Plan; said Plans to be updated annually by May 31.”




Existing Section 2.02(g)

is amended by adding the following at the end thereof: “Manager shall further

assist Client and its representatives in resolving legal parcel problems and

other land use problems.”




Existing Section 2.02(1)

is amended by deleting the first sentence thereof and inserting the following

in its stead: “Manager shall be responsible for 




 




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performing all usual and customary timberland

management functions, including but not limited to negotiating terms of and

preparing all easements, licenses and other land use agreements on forms

pre-approved by Client.”




9.             Insurance.  Effective

January 1, 2001, Section 6.01 of the Master Agreement shall be amended as

follows:




•             In subsection (a)(i) delete the two

references to “$500,000” and insert in their stead “$2,000,000.”




•             Add the following sentence at the end of

subsections (a)(i) and (ii) and (b)(i):




“Such policy shall name Client, its subsidiary companies and the owner

of each Timberland that is subject to this Master Agreement as an Additional

Insured.”




•             Add the following phrase after the word

“emergency” in subsection (b): “(provided, however, that Manager shall

immediately notify Client of each such waiver).”




•             In subsection (b)(i) delete the reference

to “$500,000” and insert “$1,000,000” in its stead.




10.          Miscellaneous.  This

Amendment and all exhibits and schedules hereto constitute an integral part of

the Master Agreement.  Except as

expressly amended by this Amendment, the Master Agreement shall remain in full

force and effect.




IN WITNESS WHEREOF, the parties hereto have executed this Amendment by

and through their properly authorized officers on the date first specified

above.




	

  CLIENT:


  	

   


  	

  MANAGER:


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  HANCOCK

  NATURAL RESOURCE


  	

  OLYMPIC

  RESOURCE MANAGEMENT LLC,


  
	

  GROUP,

  INC., a Delaware corporation


  	

   


  	

  a

  Washington limited liability company


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  [Confidential

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

  separately with the Securities and Exchange Commission]


  	

   


  	

  By:


  	

  /s/

  Allen E. Symington


  
	

   


  	

  [Confidential

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

  separately with the Securities and Exchange Commission]


  	

   


  	

   


  	

  Allen

  E. Symington


  Chairman and Chief Executive Officer


  
	

   


  	

  Senior

  Vice President


  	

   


  	

   


  
							





 




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EXHIBIT A


TO THIRD AMENDMENT




List of Amendments

to Master Agreement




Amendments

to Master Agreement




1.             Letter Agreement dated November 24,

1998




2.             First Amendment dated July 26, 1999




3.             Second Amendment dated February 9,

2000




 




Work

Authorizations




1.             Number “AB-3” for Wishkah property

dated May 1, 2000




2.             Number OPA 9901 dated October 15,

1999




3.             Number OPA 9902 dated October 15,

1999




4.             Number OPA 0001 dated January 17,

2000




5.             Number OPA 0002 dated May 11, 2000




6.             Number OPA 0003 dated March 31,

2000




7.             Number W2 dated August 11, 1999




8.             Number W3 dated September 27, 1999




9.             Number VE-00-01 pending approval




10.           Number VE-00-2 pending approval




 




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EXHIBIT

1B




TO THIRD

AMENDMENT




DECISION MAKING

AND SIGNING AUTHORITY


US Properties




 




	

  CATEGORY


  	

   


  	

  MANAGER’S

  AUTHORITY ($US)


  
	

  1.


  	

  Timber sales contracts


  stumpage and log sales including salvage and miscellaneous forest products


  	

   


  	

  [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]


  
	

   


  	

   


  	

   


  	

   


  
	

  2.


  	

  Logging

  and trucking contracts


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  3.


  	

  Land Use permits 


  i.e., road use, rock/gravel/leases, regulatory permits, licenses (inc.

  hunting), ferns, oil and gas, etc.


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  4.


  	

  Budgeted Capital

  Expenses 


  contracts and checks, i.e., site prep, planting, herbicide, PCT, logging

  roads, etc.


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  5.


  	

  Budgeted Operating

  Expenses 


  checks, except management fees


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  6.


  	

  Budgeted Operating

  Expenses 


  checks; management fees


  	

   


  	

   


  





 




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  7.


  	

  All legal invoices


  	

   


  	

  [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] 


  
	

   


  	

   


  	

   


  
	

  8.


  	

  Disposition of properties — with HNRIC/COF approval

  closing costs; expenses; manager’s compensation; P&S contracts and

  closing documents


  	

   


  





 




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All Client contracts to be signed by authorized preparer and a minimum

of two authorized individuals up to respective limits of their signing

authority.




Manager - to provide and update list of its authorized

individuals periodically.




	

  Authorized

  HNRGI Associates:


  	

   


  	

  Chief

  Operations Officer


  
	

   


  	

   


  	

  Director

  of Forest Operations & Stewardship


  
	

   


  	

   


  	

  Northwest

  Regional Manager


  
	

   


  	

   


  	

  Northwest

  Regional Foresters


  





 




Decision-making authority:




•                  Budget approval must be made by the HNRGI Northwest Regional Manager

and Director of Forest Operations & Stewardship;




•                  Dispositions require approval of Hancock Natural Resource Investment

Committee and JHLICo Committee of Finance; except that dispositions under [Confidential

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

separately with the Securities and Exchange Commission] must be

approved by (i) a Regional Forest Manager or Director of Forest Operations

& Stewardship, and




•                  All recorded instruments (including deeds) to be signed by authorized

officers of JHLICo, John Hancock Timber Resource Corp., HNRGI or other legal

owner, respectively.




 




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EXHIBIT 2A


TO THIRD AMENDMENT




Property

Management Service Fees




	

  States


  	

   


  	

  Property


  	

   


  	

  Acreage

  Forecast


  (as of 10/31/00)


  	

   


  	

  Base

  Rate
 $/Acre Fee


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  California


  	

   


  	

  McCloud


  	

   


  	

  39,208


  	

   


  	

  [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] 


  
	

  Oregon


  	

   


  	

  Coates Creek


  	

   


  	

  6,406


  	

   


  
	

  Oregon


  	

   


  	

  Deer Creek


  	

   


  	

  13,133


  	

   


  
	

  Oregon


  	

   


  	

  Nicolai


  	

   


  	

  5,524


  	

   


  
	

  Oregon


  	

   


  	

  Pebble Creek


  	

   


  	

  15,203


  	

   


  
	

  Oregon


  	

   


  	

  Scappoose


  	

   


  	

  10,906


  	

   


  
	

  Oregon


  	

   


  	

  St. Helens


  	

   


  	

  4,734


  	

   


  
	

  Oregon


  	

   


  	

  Umpqua


  	

   


  	

  17,460


  	

   


  
	

  Oregon


  	

   


  	

  Wilark


  	

   


  	

  7,774


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Wilson River


  	

   


  	

  13,372


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Gold Bar


  	

   


  	

  6,036


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Monroe


  	

   


  	

  6,982


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Skykomish


  	

   


  	

  6,330


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Wishkah


  	

   


  	

  25


  	

   


  	

   


  
	

  TOTAL


  	

   


  	

   


  	

   


  	

  153,093


  	

   


  	

   


  





 




Contract term for these properties: One (1) year,

beginning 1/1/O1 and ending on 12/31/2001




 




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EXHIBIT 3A


TO THIRD AMENDMENT




Real Estate Sales

Contract




1.             Purchase & Sale agreement (Washington)




2.             Western Real Estate Sales Contract (Oregon)




3.             Western Real Estate Sales Contract (California)




 




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EXHIBIT B


TO THIRD AMENDMENT


Rate Schedule for Additional Services




Time will be billed at the following rates:




	

  Position

  Category


  	

   


  	

  Billing

  Rate 


  ($/hour)


  
	

  Clerk


  	

   


  	

  [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] 


  
	

  Administrative Assistant


  	

   


  
	

  Technician


  	

   


  
	

  Forester/Analyst I


  	

   


  
	

  Forester / Analyst II


  	

   


  
	

  Senior Forester / Analyst III


  	

   


  
	

  Manager / Area Manager


  	

   


  
	

  Director / Region Manager


  	

   


  
	

  Executive


  	

   


  	

   


  





 




Expenses will be billed as follows:




Mileage                                  [Confidential

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

separately with the Securities and Exchange Commission]




Materials and Services        [Confidential

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

separately with the Securities and Exchange Commission]




 




 




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EXHIBIT 3B


TO THIRD AMENDMENT


DISPOSITION AND ACQUISITION TIME AND MATERIALS FEES




	

  Position

  Category


  	

   


  	

  Billing

  Rate  


  ($/hour)


  
	

  Clerk


  	

   


  	

  [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] 


  
	

  Administrative

  Assistant


  	

   


  
	

  Technician


  	

   


  
	

  Forester

  / Analyst I


  	

   


  
	

  Forester

  / Analyst II


  	

   


  
	

  Senior

  Forester / Analyst


  	

   


  
	

  Manager

  / Area Manager


  	

   


  
	

  Director

  / Region Manager


  	

   


  
	

  Executive


  	

   


  	

   


  





 




Markup to Cost of

Materials and Services                                                                                                                  [Confidential Treatment for the omitted material has been

requested and has been filed separately with the Securities and Exchange

Commission]




(Note: Services meaning and intending to refer to

services contracted to others by Manager.)




Mileage charges                                                                                                                                                                                                                                                        [Confidential Treatment for the omitted material has been

requested and has been filed separately with the Securities and Exchange

Commission]




*Rates listed are for typical classifications of

positions that will be used for disposition and acquisition services.  Other job classifications may be used with

prior written agreement between Manager and Client.




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