FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENT DATED AS OF JUNE 10, 2010 AMONG POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP AS BORROWER AND NORTHWEST FARM CREDIT SERVICES, PCA AS LENDERMaster Loan Agreement • March 9th, 2011 • Pope Resources LTD Partnership • Forestry • Washington
THIS FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Loan Agreement”) is made and entered into effective June 10, 2010, by and between Lender, as defined below, and Borrower, as defined below. This Loan Agreement amends and restates, in its entirety, the existing Master Loan Agreement, dated July 31, 2008, effective on the date hereof.
PROMISSORY NOTEPromissory Note • March 9th, 2011 • Pope Resources LTD Partnership • Forestry • Washington
FOR VALUE RECEIVED, the undersigned, ORM TIMBER OPERATING COMPANY II, LLC, a Delaware limited liability company with an address at 19245 Tenth Avenue NE, Poulsbo, Washington 98370 (hereinafter referred to as “Maker”), promises to pay to the order of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, together with any subsequent holder of this Note (“Holder”), at the location and in the manner provided in Section 1.3 of the Loan Agreement between Maker and the Lender (as defined therein) (as amended, restated or supplemented from time to time, the “Loan Agreement”), or at such other location and manner as Holder may designate in writing from time to time, the principal sum of ELEVEN MILLION AND NO/100 DOLLARS (US$11,000,000.00) in lawful money of the United States of America (the “Loan”) together with interest thereon at the rates and times specified below. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Loan A
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • March 9th, 2011 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Amendment”) is made and entered into effective August 6, 2010, by and between NORTHWEST FARM CREDIT SERVICES, PCA (“Lender”) and POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 9th, 2011 • Pope Resources LTD Partnership • Forestry
This First Amendment to Loan Agreement (this “First Amendment”) is made this 7th day of February, 2011, by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Lender”), and ORM TIMBER OPERATING COMPANY II, LLC, a Delaware limited liability company (“Borrower”), with reference to the following recitals of fact:
LOAN AGREEMENT Between METROPOLITAN LIFE INSURANCE COMPANY And ORM TIMBER OPERATING COMPANY II, LLC, as Borrower With ORM TIMBER FUND II, INC., as Guarantor FIRST MORTGAGE LOAN of US$11,000,000 LOAN NO.: 194231 September 1, 2010Loan Agreement • March 9th, 2011 • Pope Resources LTD Partnership • Forestry • Washington
This LOAN AGREEMENT (this “Agreement”) is dated as of September 1, 2010, by and among ORM TIMBER OPERATING COMPANY II, LLC, a Delaware limited liability company (“Borrower”), with an address at 19245 Tenth Avenue NE, Poulsbo, Washington 98370 and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Lender”).
FIRST AMENDED AND RESTATED TERM NOTETerm Note • March 9th, 2011 • Pope Resources LTD Partnership • Forestry
THIS FIRST AMENDED AND RESTATED TERM NOTE (this “Note”) is made and entered into effective as of the date first written above, by and between NORTHWEST FARM CREDIT SERVICES, FLCA (“Lender”) and POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”).
GUARANTYGuaranty • March 9th, 2011 • Pope Resources LTD Partnership • Forestry • Washington
THIS GUARANTY is made as of the 1st day of September, 2010 by ORM TIMBER FUND II, INC., a Delaware corporation (“Guarantor”), to and in favor of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Lender”), and the subsequent owners and holders of the Note defined herein.
REVOLVING OPERATING NOTERevolving Operating Note • March 9th, 2011 • Pope Resources LTD Partnership • Forestry
For Value Received, on the Loan Maturity Date, Borrower, as defined below, as principal, promises to pay to Lender, as defined below, or order, at its office in Spokane, Washington, or such other place as the holder of this Revolving Operating Note (this “Note”) may designate in writing, the principal sum of Twenty Million and no/100’s Dollars ($20,000,000.00) (the “Total Commitment Amount”) or so much thereof as may be outstanding, plus interest thereon from and after any Disbursement Date, at interest rates as provided for hereafter. For all intents and purposes, all Loan Segments are treated as one obligation under this Note and the other Loan Documents.
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • March 9th, 2011 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Amendment”) is made and entered into effective August 6, 2010, by and between NORTHWEST FARM CREDIT SERVICES, FLCA (“Lender”) and POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”).
AMENDMENT NO. 1 TO REVOLVING OPERATING NOTERevolving Operating Note • March 9th, 2011 • Pope Resources LTD Partnership • Forestry
THIS AMENDMENT NO. 1 TO REVOLVING OPERATING NOTE (this “Amendment”) is made and entered into effective June 15, 2010, by and between NORTHWEST FARM CREDIT SERVICES, PCA (“Lender”) and POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”).
TERM NOTETerm Note • March 9th, 2011 • Pope Resources LTD Partnership • Forestry
For Value Received, on the Loan Maturity Date, Borrower, as defined below, as principal, jointly and severally, promises to pay to Lender, as defined below, or order, at its office in Spokane, Washington, or at such other place as the holder of this Term Note (this “Note”) may designate in writing, the principal balance of Twenty Million and no/100’s Dollars ($20,000,000.00) (the “Total Commitment Amount”), or so much thereof as may be outstanding, plus interest thereon from and after any Disbursement Date, at interest rates as provided for hereafter. For all intents and purposes, the Base Rate Loan Segment and the Fixed Rate Loan Segments are treated as one obligation under this Note and the other Loan Documents.
