TITLE









	

   


  	

  Exhibit

  10.22


  





 




AMENDMENT

TO TIMBERLAND DEED OF TRUST


AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS


(STATE OF WASHINGTON)




 




This amends and

supplements Timberland Deed of Trust and Security Agreement with Assignment of

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

Records of Jefferson County, Washington.




1.             The date of the Deed of Trust shall be April 29,

1992, the “29” having been omitted from the document recorded as above.




2.             The date of the note secured by the Deed of Trust is

“April 29, 1992”, that date filled in on the document being subject to

being interpreted as a “24”.




3.             Page 16 of the Deed of Trust is amended so as to

read as set forth on Exhibit A attached hereto and by reference made a

part hereof, the purpose of the revised page being to change, in

item (b), the two references to “Current Ratio” to “Liquid Ratio.”




4.             As amended and supplemented hereby, the Deed of Trust is

ratified and confirmed.




5.             The effective date of this Amendment shall be

April 29, 1992.




	

  DATED:  May 13, 1992.


  	

   


  	

   


  
	

   


  	

  POPE

  RESOURCES, A Delaware Limited Partnership


  
	

   


  	

   


  
	

   


  	

  By:


  	

  POPE

  MGP, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/

  G. H. Foquet


  
	

   


  	

   


  	

  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


  
					





 




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  STATE OF WASHINGTON


  	

  )


  
	

   


  	

  )  ss.


  
	

  COUNTY OF KITSAP


  	

  )


  





 




                On this 21st day of May, 1992, 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 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/ Fay Schultz


  
	

   


  	

  NOTARY PUBLIC in and

  for the State of Washington, residing at Poulsbo


  
	

   


  	

  My appointment expires

  8/22/93


  





 




 




	

  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


  
	

   


  	

  My appointment expires

  August 9, 1996


  





 




 




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EXHIBIT A




(x)            Tangible Assets:  All assets except assets such as goodwill, patents, and similar

assets of an intangible nature.




(xi)           Tangible Partner’s Capital:  All Tangible Assets less all consolidated

liabilities of Grantor.




(xii)          Standing Timber Inventory:  The existing timber value (in board-feet or

cords) allocated to the Property.




(xiii)         Average Annual Growth:  The average annual timber growth allocated

to the Property.




(b)           Liquid

Ratio:  On a consolidated basis, the

Grantor shall at all times maintain a Liquid Ratio of no less than 1.25:1.




(c)           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.




(d)           Tangible

Partner’s Capital:  The Grantor’s

Tangible Partner’s Capital was not less than $18,600,000 on December 31,

1991, and will be maintained at no less than that level plus 50% of Grantor’s

consolidated net income on an annual basis for the first five years following

1991, plus 40% of consolidated net income on a consolidated basis for the next

five years, plus 30% of consolidated net income for the next five years, plus

20% of net income for the next five years, plus 10% of consolidated net income

for the next five years.




(e)           Consolidated

Ratio of Net Income Plus Interest Expense to Consolidated Interest Expense:  The ratio of Grantor’s consolidated net

income plus interest expense to Grantor’s consolidated interest expense shall

not be less than 1.5:1.0.




1.18.        Special

Covenants of Grantor.  Without the

prior written consent of Beneficiary, Grantor shall not:




(a)           Acquire

any funded debt (defined as any borrowing or other obligation of Grantor or any

subsidiary thereof maturing within a period in excess of one year, excluding

capitalized leases and revolving lines of credit, excluding the loan from

Beneficiary secured by this Deed of Trust) unless after giving effect thereto,

Grantor remains in compliance with all the terms and provisions of this Deed of

Trust, including all special restrictions and requirements.




 




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