(Washington) GRANTOR:ORM TIMBER OPERATING COMPANY II, LLCGRANTEES:(I) Beneficiary:METROPOLITAN LIFE INSURANCE COMPANY (2) Trustee:CHICAGO TITLE INSURANCE COMPANYABBREVIATEDPortions of Sections 4, 8, 9 and 17, Township 11 North, LEGALDESCRIPTION:Range 5 East, W.M., in Lewis County, Washingto (See ScheduleIat the end of the document for complete list of abbreviated legal descriptions)ASSESSOR'S TAX026830-000-000 (TCA 739),026892-000-000 (TCA 739)PARCEL ACCOUNT NO.:(See ScheduleIIat the end of the document for complete list oftax parcel account numbers)REFERENCE TORELATEDDOCUMENTS ###-###-####

    C.    The Lender has agreed to make an additional loan in the principal amount of Fourteen Million and No/100 Dollars ($14,000,00.00) (the "Additional Loan") pursuant to the terms of that certain Second Amendment to Loan Agreement between Lender and Borrower dated as of even date herewith (the "Second Amendment"). All references herein to the Loan Agreement shall refer to the Loan Agreement as modified by the Second Amendment. The Additional Loan shall be evidenced by that certain Promissory Note dated as of even date herewith in the principal amount of $14,000,000.00 (the "Additional Note").

    D.    Borrower and Lender desire to modify the Deed of Trust to provide that, in addition to the Secured Obligations, the Deed of Trust secures the obligations set forth in the Second Amendment and as evidenced by the Additional Note.

     1.    Confirmation of Security Documents.  Borrower hereby acknowledges and confirms that (a) the Deed of Trust currently encumbers all of the Property  as a first and valid lien for each of the debts and obligations therein set forth; and (b) the Deed of Trust continues to grant a first and valid security interest in all of the  "Collateral"  described therein.

    2.    Obligations Secured. In addition  to  the  Secured  Obligations  described  in the Deed of Trust, the Deed of Trust shall and is hereby granted to secure the Additional Note and the Loan Agreement, as amended, and all debts evidenced by all renewals, extensions, modifications, substitutions and consolidations of the Additional Note and for such purpose, and With respect to the Deed of Trust, the Borrower hereby irrevocably transfers, grants, bargains, sells, conveys, assigns, warrants and mortgages the Property fo Chicago Title Insurance Company, as trustee, its successors and  assigns,  in  trust  with power of sale and right of entry and possession, to secure all of the obligations evidenced by the Additional Note and the Loan Agreement,  as amended, and the Deed of Trust may be judicially or nonjudicially foreclosed in the Event of Default thereunder that is not fully cured within any applicable cure period expressly provided thereby. The defined term "Secured Obligations" is hereby amended to include all of the obligations evidenced by the Additional Note and the Loan Agreement, as amended, and otherwise arising in connection with the Additional Loan.

    3.    Definitions.  As of the date hereof, the term "Loan Agreement" as used in the Deed of Trust shall mean the Loan Agreement, as amended, and the term "Note" shall mean, collectively, the 2010 Note and the Additional Note.

    6.    No Implied Modifications. Except as specifically modified in this Amendment, nothing herein contained shall be considered as modifying, releasing, altering or affecting the Deed of Trust, the original priority of the Deed of Trust, or the rights, benefits, duties or obligations of the parties thereto. It is further recognized and agreed that any and all other documents and security agreements entered into between any of the parties hereto which are in any manner connected with the indebtedness evidenced by the Additional Note shall remain in full force and effect unless specifically canceled or amended by an instrument in writing by Lender.

    7.    Attorneys'   Fees.  The prevailing party in any arbitration or litigation concerning this Amendment shall be entitled to be paid its court costs and reasonable attorneys' fees by the party against whom judgment is rendered, including such costs and fees as may be incurred on appeal.

    8.    Assignments Prohibited.  This Amendment may not be assigned by the Borrower in whole or in part, voluntarily or involuntarily (including a transfer to a receiver or bankruptcy estate), without the prior and express written consent of the Lender in each instance or as otherwise expressly agreed to under and subject to the Borrower's satisfaction of the conditions in the Loan Agreement and the Deed of Trust. Subject to the foregoing this Amendment shall bind and inure to the benefit of the parties and their respective heirs, successors and assigns.

    9.    No Subordination. This Amendment does not constitute nor is it intended to be or create a subordination of the lien of the Deed of Trust to any other lien on or interest in the property encumbered thereby whether created or recorded before or after the Deed of Trust.

On                                    , 2013, before me, ______________ Notary Public of the State and County aforementioned, personally appeared W. Kirk Purvis, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be a Director of Metropolitan Life Insurance Company, a New York corporation and as such Director, executed the foregoing instrument for the purpose therein contained and acknowledged the instrument to be the free act and deed of the corporation.

 

I certify under PENALTY OF PERJURY under the laws of the State of Tennessee that the foregoing paragraph is true and correct.