Exhibit 10.37
SECOND AMENDMENT TO NOTE
PURCHASE AGREEMENT
This Second 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 previously entered
into that certain Note Purchase Agreement dated March 29, 2001, as
amended by instrument dated October 24, 2001 (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 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 8.14 of the Agreement is amended to read
as follows: “8.14 Debt to Total Capitalization . Debt
to Total Capitalization shall not exceed fifty percen
