Exhibit 10.39
FOURTH AMENDMENT TO NOTE
PURCHASE AGREEMENT
This Fourth Amendment to Note Purchase Agreement
(the “ Amendment ”) is entered into by
and among Pope Resources, a Delaware limited partnership (“
Borrower ”), John Hancock Life Insurance
Company, a Massachusetts corporation, and John Hancock Variable
Life Insurance Company, a Massachusetts corporation (John Hancock
Life Insurance Company and John Hancock Variable Life Insurance
Company are individually and collectively referred to herein as
“ Note Holders ”).
RECITALS
Borrower and Note Holders entered into that
certain Note Purchase Agreement dated March 29, 2001, as amended by
First Amendment to Note Purchase Agreement dated October 24, 2001,
Second Amendment to Note Purchase Agreement dated August 8, 2003,
and Third Amendment to Note Purchase Agreement dated March 24,
2004, which superseded and replaced all prior amendments to such
Note Purchase Agreement (such Note Purchase Agreement, as
previously amended and as amended herein is referred to as the "
Agreement "), in connection with the sale and
purchase of certain Class A Fixed Rate Senior Secured Notes all
dated March 29, 2001, in the aggregate principal amount of
$30,000,000. Borrower and Note Holders wish to further amend the
Agreement in certain respects. Unless otherwise indicated all
capitalized terms in this Amendment shall have the meanings
attributed to them in the Agreement.
NOW, THEREFORE, the parties agree as
follows:
1.
Section
8.2(ii) of the
Agreement is hereby amended to read as follows: “(ii)
De
