SECOND AMENDMENT TO MASTER TIMBER MANAGEMENT AGREEMENT









Exhibit

10.13




 




SECOND

AMENDMENT TO


MASTER TIMBER MANAGEMENT AGREEMENT




 




(Canada Operations)




 




THIS SECOND AMENDMENT (the “Amendment”) is dated as of the 26th day of

July, 1999, by and between HANCOCK NATURAL RESOURCE GROUP, INC., a Delaware

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

RESOURCES CANADA LTD., a British Columbia company (hereinafter referred to as

“Manager”).  Capitalized terms not

otherwise defined in this Amendment shall have the meanings given in the Master

Timber Management Agreement dated as of December 5, 1997 and effective as of

January 1, 1998 by and between Client and H.A. Simons Ltd. (“Simons”) (as

amended, the “Master Agreement”).




WHEREAS, Client and Simons were parties to the Master Agreement.




WHEREAS, as of January 1, 1999, Manager acquired certain assets of

Simons Reid Collins, the forestry management division of Simons.




WHEREAS, in connection with the acquisition of assets by Manager,

Manager and Simons entered into that certain Assignment and Assumption

Agreement dated as of December 29, 1998 (the “Assignment Agreement”),

whereby Manager was assigned and assumed certain rights and obligations of

Simons under the Master Agreement. 

Client gave its consent thereto pursuant to that certain Consent to

Assignment of Master Timber Management Agreement dated as of December 29,

1998.  In addition, Manager and Client

entered into that certain Amendment to Master Timber Management Agreement dated

as of December 29, 1998 and intended to be effective as of January 1, 1999.




WHEREAS, the parties wish to further amend the Master Agreement with

respect to matters from and after January 1, 1999, all as set forth herein.




NOW, THEREFORE, the parties agree as follows:




1.             Decision

Making and Signing Authority. 

Exhibit 1B of the Master Agreement is hereby replaced by Exhibit

1B to this Amendment.  This

replacement is effective as of January 1, 1999.




2.             Additional

Services.  Pursuant to

Section 1.03 of the Master Agreement, Client may from time to time engage

Manager to directly provide certain additional services including the services

described in said section (the “Additional Services”).  With respect to the Additional Services, the

parties agree to the following procedures:




a.             The scope of

Additional Services shall be set forth in a Work Authorization in form attached

hereto as Exhibit A and incorporated herein by reference (“Work

Authorization”).  Rates charged for

Additional Services shall be at an employee hourly base rate (employee hourly

base rate is annual salary before bonus, expressed as an hourly rate) times [Confidential Treatment for the omitted material has

been requested and has been filed separately with the Securities and Exchange

Commission]




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 to equal the billable hourly rate.  The cost of materials will be billed at cost.  The mileage will be billed at [Confidential Treatment for the omitted material has

been requested and has been filed separately with the Securities and Exchange

Commission] rats per mile (CDN). 

The rates shall apply, without change, for the term of the Master

Agreement unless otherwise specifically provided in this Master Agreement or

the Work Authorization.  All requests

for Additional Services shall be accompanied by a completed and executed Work

Authorization.  Upon execution by both

parties, each Work Authorization shall be deemed incorporated herein by

reference.




b.             Payment for

Additional Services and expenses shall be in accordance with the applicable

Work Authorization and this Master Agreement.




c.             Manager will

be reimbursed by Client for reasonable travel expenses incurred directly in

connection with the performance of Additional Services only to the extent that

all such travel expenses have been approved in advance by Client or the travel

expenses are provided for in the Work Authorization.  Manager will be reimbursed by Client for reasonable miscellaneous

other expenses incurred directly in connection with the performance of

Additional Services only to the extent that such expenses are provided for in

the Work Authorization.  Manager shall

provide Client with a detailed monthly statement of travel and miscellaneous

expenses incurred.




d.             Manager, in

performing the Additional Services, shall act solely as an independent

contractor.  Manager, and any employees

or agents of Manager, shall under no circumstances be treated as, or deemed to

be, employees of Client.  Nothing in the

Master Agreement shall be construed to create a partnership, agency, joint

venture or employer-employee relationship between the parties.  Manager understands that Client has no

federal, provincial, or local obligations regarding employee liability or

insurance for Manager.




e.             Manager

shall be responsible for and pay all costs associated with Governmental

compliance of its business, including, but not limited to, city, provincial, or

federal licenses, permits, taxes or assessments of any kind.  Manager shall be responsible for payment of

its income taxes, employment taxes, employee withholding taxes and workers’

compensation premiums.  Manager shall

indemnify Client and hold it harmless from paying such business costs or taxes.




f.              In the event

that rendition of the Additional Services provided for herein requires Manager

to be located at facilities of Client, Manager shall comply with all applicable

federal or state or provincial laws and regulatory requirements and all safety

and health regulations prescribed by Client for its own personnel.  Manager shall comply with all applicable

federal, state, provincial, and local laws and regulations with regard to the

services rendered hereunder.




g.             The

provision of the Additional Services shall be subject to all of the terms and

conditions of the Master Agreement, unless otherwise specifically provided in

the Work Authorization.




 




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3.             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 GROUP, INC.


  	

   


  	

  ORM RESOURCES CANADA LTD.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ (Unreadable)


  	

   


  	

  By:


  	

  /s/ Gary F. Tucker


  
	

  Its: 


  	

  Vice President


  	

   


  	

  Its:


  	

   President

  & CEO


  





 




 




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EXHIBIT 1B


TO SECOND AMENDMENT


DECISION MAKING AND SIGNING AUTHORITY




 




 




	

   


  	

   


  	

  CATEGORY


  	

   


  	

  MANAGER’S AUTHORITY ($CDN)


  
	

  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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  CATEGORY


  	

   


  	

  MANAGER’S AUTHORITY ($CDN)


  
	

  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.


  	

   


  	

  Acquisition of

  properties — with


  HNRIC/COF approval closing costs, expenses; manager’s compensation; P&S

  contracts and closing documents


  	

   


  	

   


  
	

  9.


  	

   


  	

  Disposition of

  properties — with 


  HNRIC/COF approval closing costs; expenses; manager’s compensation; P&S

  contracts and closing documents


  	

   


  	

   


  





 




All Hancock 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:                                                                                                                         Director of Acquisitions


Manager of Acquisitions


Director of Forestry Operations & Stewardship


Regional Forestry Managers


Regional Foresters


CalPERS Forest Operations Manager


CalPERS CIO


Managing Director




 




Decision–making

authority:




 




•                  Budget approval must be made by the HNRGI

(i) Regional Forestry Manager and Director of Forestry Operations &

Stewardship, or (ii) CalPERS Operations Manager and CalPERS CIO;




•                  Acquisitions and Dispositions require

approval of Hancock Natural Resource Investment Committee and JHMLICo 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 Forestry

Manager or Director of Forestry Operations & Stewardship, or (ii) CalPERS

Operations Manager or CalPERS CIO; and




•                  All recorded instruments (including

deeds) to be signed by authorized officers of JHMLICo, John Hancock Timber

Resource Corp., or other legal owner, respectively.




 




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EXHIBIT A


TO FIRST AMENDMENT


FORM OF WORK AUTHORIZATION




 




Work Authorization Number                    




 




 




1.                                      Master Agreement.  This Work

Authorization Number           is issued pursuant to the Master Timber

Management Agreement dated as of December 5, 1997 and effective as of January

1, 1998 by and between Client and H.A. Simons (as amended, the “Master

Agreement”).  Capitalized terms not

otherwise defined herein have the meanings given in the Master Agreement.




2.                                      Effective Date.  This Work

Authorization is effective upon execution by both parties.




3.                                      Reference Title for Services Under This Work Authorization. 

The reference title for Services under this Work Authorization is                          .




4.                                      Services to be Performed.  This Work

Authorization relates to the work more fully described below:




5.                                      Deliverables and Schedule of Performance.




6.                                      Compensation for Services.




7.                                      Acceptance Criteria.




8.                                      Changes.  Any amendment or modification

of this Work Authorization shall be agreed to in writing by both parties

(“Change Order”).




9.                                      Client Representatives.  The

representatives of the Client who shall have full authority to

request the Additional Services to be provided [and to terminate such

Additional Services] are                 

or any other person designated in writing by the Client.




 




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10.                               Manager

Representatives.  The representatives of the Manager who shall

have full authority to negotiate and execute Change Orders are                         , or any other person

designated in writing by Manager.




	

  AGREED TO AND ACCEPTED BY:    


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Client:


  	

   


  	

  Manager  


  
	

   


  	

   


  	

   


  
	

  Hancock Natural Resource Group, Inc. 


  	

   


  	

  ORM Resources Canada Ltd.


  
	

  99 High Street, 26th Floor 


  	

   


  	

  475 West Georgia Street, Suite 300


  
	

  Boston, MA 02110  

  


  	

   


  	

  Vancouver, BC V6B 4M9


  
	

   


  	

   


  	

  Canada


  
	

   


  	

   


  	

   


  
	

  By


  	

   


  	

   


  	

  By


  	

   


  
	

  Its


  	

   


  	

   


  	

  Its


  	

   


  
							





 




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