0001157523-14-000975 Sample Contracts

GUARANTY AGREEMENT (Unconditional Payment)
Guaranty Agreement • March 6th, 2014 • Pope Resources LTD Partnership • Forestry • Washington

For good and valuable consideration, the current receipt and reasonable equivalence of which are hereby acknowledged, Guarantor, as defined below, hereby, jointly and severally, irrevocably, unconditionally and absolutely promises to pay in legal tender of the United States, and hereby guarantees payment, and not merely collection, and performance, when and as due, of all of the Indebtedness, as defined below, of Borrower, as defined below, to Lender, as defined below, or order, including but not limited to, payment and performance of the Indebtedness of Borrower under a Note dated of or around even date in the initial principal commitment amount of $17,980,000.00 (the "Note"), as evidence for Note No. 6214502 (the "Loan").

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PROMISSORY NOTE
Pope Resources LTD Partnership • March 6th, 2014 • Forestry • Washington
AMENDMENT AND REAFFIRMATION OF GUARANTY
Reaffirmation of Guaranty • March 6th, 2014 • Pope Resources LTD Partnership • Forestry

THIS AMENDMENT AND REAFFIRMATION OF GUARANTY (this "Agreement ') is made and entered into as of August 15,2013, by ORM TIMBER FUND II, INC., a Delaware corporation ("Guarantor"), in favor of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (the "Lender") and the subsequent owners and holders of the Notes defined herein, with reference to the following recitals of fact:

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 6th, 2014 • Pope Resources LTD Partnership • Forestry • Washington
NOTE (Long Term with Fixed Rate)
Note • March 6th, 2014 • Pope Resources LTD Partnership • Forestry

For Value Received, on December 1, 2023 (the "Loan Maturity Date"), Borrower, as defined below, as principal, promises to pay NORTHWEST FARM CREDIT SERVICES , FLCA ("Lender") or order, at its office in Spokane, Washington, or such other place as the holder of this Note (this "Note") may designate in writing, the principal balance of Seventeen Million Nine Hundred Eighty Thousand and no/lOO's Dollars ($17,980,000.00) (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.

MASTER LOAN AGREEMENT DATED AS OF DECEMBER 2, 2013 AMONG ORM Timber Fund III (REIT) Inc. AS BORROWER AND NORTHWEST FARM CREDIT SERVICES, FLCA NORTHWEST FARM CREDIT SERVICES, PCA AS LENDERS
Master Loan Agreement • March 6th, 2014 • Pope Resources LTD Partnership • Forestry • Washington

THIS MASTER LOAN AGREEMENT (this "Loan Agreement") is made and entered into effective December 2, 2013, by and between Lender, as defined below, and Borrower, as defined below.

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