Amendment dated December 16, 2005 of Amending Agreement to Third Amended



 Exhibit 4.15 
 AMENDMENT OF 
 AMENDING AGREEMENT TO 
 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS AMENDING AGREEMENT is dated as
of the 16th day of December, 2005 
  

					
	 AMONG:
	    		  	
		    	 POPE & TALBOT LTD., a company continued under the laws of
 Canada
  
 (“Pope & Talbot Canada”)
	  	
		    	OF THE FIRST PART	  	
		    		  	
	 AND:
	    		  	
		    	 P&T FACTORING LIMITED PARTNERSHIP, a limited
 partnership formed under the laws of the Province of British
 Columbia
  
 (“Factoring LP”)
	  	
		    	OF THE SECOND PART	  	
		    		  	
	 AND:
	    		  	
		    	 MACKENZIE PULP LAND LTD., a company formed by
 incorporation under the laws of the Province of British Columbia
  
 (the “Land Trustee”)
	  	
		    	OF THE THIRD PART	  	
		    		  	
	 AND:
	    		  	
		    	 P&T FINANCE TWO LIMITED PARTNERSHIP, a limited
 partnership formed under the laws of the Province of British
 Columbia
  
 (“Finance LP”)
	  	
		    	OF THE FOURTH PART	  	
		    		  	
	 AND:
	    		  	
		    	 EACH OF THE LENDERS SIGNING THE EXECUTION
 PAGES OF THIS AGREEMENT
	  	
		    	OF THE FIFTH PART	  	
		    		  	
	 AND:
	    		  	
		    	 THE TORONTO-DOMINION BANK
  
 (the “Administration Agent”)
	  	
		    	OF THE SIXTH PART	  	


  
  
  
  
  







 WHEREAS: 
 A. Pope & Talbot Canada and Factoring LP, as Borrowers, the Land Trustee and Finance LP, as Guarantors, the Lenders and the Administration Agent entered into an Amending Agreement to Third Amended and
Restated Credit Agreement dated as of July 27, 2005 (the “Amending Agreement”) which provided for certain amendments to the Third Amended and Restated Credit Agreement between the same parties dated as of November 30, 2004
(the “Credit Agreement”); 
 B. The Amending Agreement provided for certain amendments to the Credit Agreement to become effective upon the
completion, in accordance with the Amending Agreement, of a reorganization of the ownership of the Spearfish lumber and pellet mill located in Spearfish, South Dakota (the “Spearfish Reorganization”); 
 C. The parties have now agreed to make certain changes to the amendments to the Credit Agreement to take effect upon the completion of the Spearfish Reorganization, and
are entering into this Agreement to amend the Amending Agreement as set out herein. 
 NOW THEREFORE THIS AGREEMENT WITNESSES that, for good and valuable
consideration (the receipt and sufficiency of which are acknowledged by all parties), the parties covenant and agree as follows: 
 ARTICLE
1 
 INTERPRETATION 
 1.1 Defined
Terms 
 Unless otherwise defined in this Agreement, capitalized terms used in this Agreement (including the recitals) shall have the
meanings ascribed to them in the Credit Agreement or the Amending Agreement, as the case may be. 
 ARTICLE 2 
 AMENDMENT OF AMENDING AGREEMENT 
 2.1 Amendment of
Amending Agreement 
 (a) Section 3.1 of the Amending Agreement is hereby deleted in its entirety and replaced with
the following: 
 “3.1 Amendment of Credit Agreement 
 Without the need for any further document to be executed or action to be taken by any of the Borrowers, the Guarantors, the Lenders or the Administration Agent, the following amendments to the Credit Agreement shall
become effective as of the date (the “Second Effective Date”) of the satisfaction of the conditions precedent set out in Section 3.2: 
 (a) The definition of “Credit Facility Documents” in Section 1.1(ap) of the Credit Agreement is amended by: 
  

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 (i) deleting “Pope & Talbot US Postponement Agreement” in the second
line thereof and substituting “Postponement Agreements”; and 
 (ii) deleting “or Penn Timber” in the
sixth line thereof and substituting “, Penn Timber or Spearfish LP”. 
 (b) The definition of “Funded
Debt” in Section 1.1(bo) of the Credit Agreement is amended by: 
 (i) deleting “and” in the third line
thereof; and 
 (ii) adding after “reforestation Obligations” in the fourth line thereof “, and (iii) to
the extent included in the calculation of the Indebtedness of Pope & Talbot Canada, the Indebtedness of Spearfish LP, including the Indebtedness of Spearfish LP to Pope & Talbot US under the Spearfish LP Note”. 
 (c) The definition of “Interest Expense” in Section 1.1(cc) of the Credit Agreement is amended by adding to the end thereof
“but excluding, to the extent included in the calculation of such amounts in respect of Pope & Talbot Canada, any such amounts in respect of Spearfish LP”. 
 (d) The definition of “Material Adverse Effect” in Section 1.1(cy) of the Credit Agreement is amended by deleting
“Pope & Talbot US Postponement Agreement” from the second line of paragraph (iii) thereof and substituting “either of the Postponement Agreements”. 
 (e) The definition of “Net Income” in Section 1.1(da) of the Credit Agreement is amended by: 
 (i) deleting “or” in the second line of paragraph (i) thereof; and 
 (ii) adding as a new paragraph (iii) the following: 
 “(iii) to the extent included in the calculation of the net income of Pope & Talbot Canada, the net income of Spearfish
LP”. 
 (f) The definition of “Net Worth” in Section 1.1(db) of the Credit Agreement is amended by adding
to the end thereof “and less, to the extent included in the calculation of the net worth of Pope & Talbot Canada, the contributed capital and retained earnings of Spearfish LP. 
 (g) The definition of “Permitted Liens” in Section 1.1(dv) of the Credit Agreement is amended by deleting
“Pope & Talbot US 
  

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 Postponement Agreement” from the second line of paragraph (xi) thereof and substituting
“Postponement Agreements”. 
 (h) A new definition of “Postponement Agreements” is added as
Section 1.1(ec.1) of the Credit Agreement as follows: 
 “(ec.1) “Postponement Agreements” means the
Pope & Talbot US Postponement Agreement and the Spearfish LP Postponement Agreement.” 
 (i) New definitions of
“Spearfish LP”, “Spearfish LP Note” and “Spearfish LP Postponement Agreement” are added as Sections 1.1(er.1), (er.2) and (er.3) of the Credit Agreement as follows: 
 “(er.1) “Spearfish LP” means Pope & Talbot Spearfish Limited Partnership, a limited partnership formed
under the laws of the State of South Dakota, and its successors. 
 (er.2) “Spearfish LP Note” means an
unsecured subordinated promissory note in the principal amount of US$27,500,000 granted by Spearfish LP in favour of Pope & Talbot US with a maturity date of August 1, 2030 and providing that: 
 (i) Spearfish LP’s obligations thereunder shall be subordinated to the prior payment in full of all Obligations of Pope &
Talbot Canada under this Agreement in accordance with the Spearfish LP Postponement Agreement; and 
 (ii) no interest shall
be paid or payable by Spearfish LP thereunder if and to the extent such interest exceeds Spearfish LP’s cash flow (being defined as Spearfish LP’s net income plus depreciation, amortization and interest and less capital expenditures and
principal payments, “Cash Flow”), provided that any such interest not paid in accordance with the foregoing shall accrue and may thereafter be paid by Spearfish LP out of subsequent Cash Flow; 
 (er.3) “Spearfish LP Postponement Agreement” means a postponement agreement among the Administration Agent, the Lenders,
Pope & Talbot Canada, Spearfish LP and Pope & Talbot US in form and content satisfactory to the Lenders. 
 (er.4) “Spearfish Transferred Assets” means the assets comprising the Spearfish lumber and pellet mill located in Spearfish, South Dakota, including related property, plant 

  

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 and equipment and certain inventory, as acquired by Spearfish LP from Pope & Talbot US.”

 (i.1) Section 8.1(n) of the Credit Agreement is amended by: 
 (i) deleting sub paragraphs (i)(C) and (iii)(C) thereof and substituting for each the following: 
 “(C) a balance sheet of each of Finance LP and Spearfish LP”; and 
 (ii) deleting “and Finance LP” wherever it appears therein and substituting “, Finance LP and Spearfish LP”.

 (j) Section 9.1(a) of the Credit Agreement is amended by deleting “Pope & Talbot US Postponement
Agreement” wherever it appears therein and substituting “Postponement Agreements”. 
 (k) New Sections 9.1(i)
and (j) of the Credit Agreement are added as follows: 
 “(i) Management Fees to Pope & Talbot US.
None of the Borrowers or the Material Subsidiaries will enter into any agreement for the payment of, or make any payment of, consulting, licensing, management or administration fees or charges or other similar fees or charges to Pope &
Talbot US or any of its Affiliates, other than such fees or charges in respect of goods or services provided on terms and conditions no less favourable to such Borrower or Material Subsidiary, as the case may be, than would apply in a similar
transaction entered into with an arm’s length party. 
 (j) Spearfish LP. Pope & Talbot Canada shall not:

 (A) voluntarily resign as the General Partner of Spearfish LP; 
 (B) agree to any amendment of the Spearfish LP limited partnership agreement to permit, or otherwise approve, any distribution by
Spearfish LP to its Partners other than in accordance with their respective partnership interests; or 
 (C) agree, on its
own behalf or as General Partner for and on behalf of Spearfish LP, to any extension beyond the Spearfish Transferred Assets (and proceeds thereof) of the limited recourse against Spearfish LP and Pope & Talbot Canada under the Lien in
favour of Wells Fargo Bank Northwest, National Association (the “Halsey Lien”).” 
  

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 (l) Section 11.4 of the Credit Agreement is amended by adding to the end thereof
the following: 
 “The Lenders and the Administration Agent acknowledge and agree that the security interests created by the
Pope & Talbot Canada Security Agreement and the security granted by Pope & Talbot Canada under section 427 of the Bank Act (Canada) do not charge any of the property or assets of Spearfish LP and the Administration Agent
will, at the expense of the Borrowers, execute and deliver such confirmation thereof as may be requested by the Borrowers from time to time.” 
 (b) Section 3.2 of the Amending Agreement is amended by deleting paragraph (g) thereof in its entirety and substituting the following: 
 “(g) Pope & Talbot US shall have sold to Spearfish LP all of the Spearfish Transferred Assets, free of all Liens other than
Permitted Liens and the Halsey Lien, which Halsey Lien shall provide that recourse thereunder is limited as against Spearfish LP and Pope & Talbot Canada only to the Spearfish Transferred Assets (and proceeds thereof), and the Lenders shall
have received satisfactory evidence thereof;” 
 ARTICLE 3 
 GENERAL PROVISIONS 
 3.1 Payment of Expenses 
 Without limiting the Borrowers’ obligations to the Lenders under Section 14.5 of the Credit Agreement, the Borrowers jointly and severally agree
to pay upon demand the reasonable costs and expenses of the Administration Agent and the Lenders and their counsel in connection with the negotiation, preparation, approval, execution and delivery of this Agreement. 
 3.2 Limited Effect and Confirmation of Amending Agreement 
 This Agreement is limited to the matters set forth herein and, except as expressly set forth herein, nothing herein shall constitute (or be implied to constitute) an amendment of any term or provision of the Amending Agreement. Except as
expressly amended hereby, the terms and conditions of the Amending Agreement shall continue in full force and effect. 
 3.3 Counterparts and Facsimile

 This Agreement may be executed in any number of counterparts and by facsimile, all of which taken together shall constitute one
Agreement, and any of the parties hereto may execute this Agreement by signing such a counterpart. 
 3.4 Governing Law 
 This Agreement shall be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable
therein. 
  

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 3.5 Successors and Assigns 
 This Agreement shall enure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns. 
 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the date first above written. 
  

			
	POPE & TALBOT LTD.
		
	By:	 	/S/    RICHARD ATKINSON        
		 	 Name: Richard Atkinson
 Title:
Vice President, Chief Financial Officer

		
	By:	 	/S/    DEEANN
LINDSLEY        
		 	 Name: DeeAnn Lindsley
 Title:
Assistant Secretary

	
	P&T FACTORING LIMITED PARTNERSHIP
	by its Managing General Partner,
	POPE & TALBOT PULP SALES U.S., INC.
		
	By:	 	/S/    RICHARD ATKINSON        
		 	 Name: Richard Atkinson
 Title:
Chief Financial Officer

		
	By:	 	/S/    DEEANN
LINDSLEY        
		 	 Name: DeeAnn Lindsley
 Title:
Assistant Secretary


  

			
	MACKENZIE PULP LAND LTD.
		
	By:	 	/S/    RICHARD ATKINSON        
		 	 Name: Richard Atkinson
 Title:
Vice President

		
	By:	 	/S/    DEEANN
LINDSLEY        
		 	 Name: DeeAnn Lindsley
 Title:
Assistant Secretary


  

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	 P&T FINANCE TWO LIMITED PARTNERSHIP
 by its General Partner,
 PENN TIMBER,
INC.

		
	By:	 	/S/    RICHARD ATKINSON        
		 	 Name: Richard Atkinson
 Title: Chief Financial Officer

		
	By:	 	/S/    DEEANN
LINDSLEY        
		 	 Name: DeeAnn Lindsley
 Title: Assistant Secretary

	
	 THE TORONTO-DOMINION BANK,
 as Lender

		
	By:	 	/S/    FRAZER SCOTT        
		 	 Name: Frazer Scott
 Title: Vice President & Director

	
	 BANK OF MONTREAL,
 as Lender

		
	By:	 	/S/    PHILIP D. LUNN        
		 	 Name: Philip D. Lunn
 Title: Managing Director

	
	 THE BANK OF NOVA SCOTIA,
 as Lender

		
	By:	 	/S/    KURT R. FOELLMER        
		 	 Name: Kurt R. Foellmer
 Title: Director—Corporate Banking

		
	By:	 	/S/    A. A. OKAMOTO        
		 	 Name: A. A. Okamoto
 Title: Associate Director Corporate Banking

	
	 CANADIAN WESTERN BANK,
 as Lender

		
	By:	 	/S/     D. C. MORRISON        
		 	 Name: D. C. Morrison
 Title: AVP, Industry Banking


  

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	 HSBC BANK CANADA,
 as Lender

		
	By:	 	/S/    DEAN STEWART        
		 	 Name: Dean Stewart
 Title: Assistant Vice President Commercial Financial Services

		
	By:	 	/S/    CORY M. BAILEY        
		 	 Name: Cory M. Bailey
 Title: Assistant Vice President Commercial Financial Services

	
	 CAISSE CENTRALE DESJARDINS,
 as Lender

		
	By:	 	/S/    FRANCINE CHAMPOUX        
		 	 Name: Francine Champoux
 Title: Vice-President

		
	By:	 	/S/    RAYMOND TREMPE        
		 	 Name: Raymond Trempe
 Title: Senior Manager

	
	 THE TORONTO-DOMINION BANK,
 as Administration Agent

		
	By:	 	/S/    RONALD J. KOWPAK        
		 	 Name: Ronald J. Kowpak
 Title: Vice President, Loan Syndications—Agency


  

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