Second Waiver to Debtor-in-Possession Credit and Security Agreement



 Exhibit 4.1 
 EXECUTION COPY 
 SECOND WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT 

 SECOND WAIVER, dated as of January 4, 2008 (this “Waiver”), to the Debtor-in-Possession Credit and Security
Agreement, dated as of November 19, 2007, as amended by the First Amendment and Waiver to the Debtor-in-Possession Credit and Security Agreement dated as of December 20, 2007 (as heretofore amended or otherwise modified, the
“Credit Agreement”), by and among POPE & TALBOT, INC., a Delaware corporation, as a debtor and debtor-in-possession under the US Bankruptcy Code and as a debtor company under the CCAA (the “Parent”),
POPE & TALBOT LTD., a Canadian corporation, as a debtor and debtor-in-possession under the US Bankruptcy Code, and as a debtor company under the CCAA (the “Borrower”), the Guarantors set forth on the signature pages
thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), WELLS FARGO FINANCIAL CORPORATION CANADA, a Nova Scotia unlimited liability company, as administrative agent
(in such capacity, together with its permitted successors and assigns, the “Administrative Agent”), ABLECO FINANCE LLC, as Collateral Agent (in such capacity, together with its permitted successors and assigns, the
“Collateral Agent”), and ABLECO FINANCE LLC, as Term Loan B Agent (in such capacity, together with its permitted successors and assigns, the “Term Loan B Agent” and together with the Administrative Agent and the
Collateral Agent, each an “Agent” and collectively, the “Agents”). 
 WHEREAS, the Agents and the Lenders
are willing to enter into this Waiver in order to waive certain provisions of the Credit Agreement, subject to the terms and conditions set forth in this Waiver. 
 NOW, THEREFORE, the Parent, the Borrower, the Agents and the Lenders hereby agree as follows: 
 1.
Capitalized Terms. Any capitalized term used herein which is defined in the Credit Agreement shall have the meaning assigned to it in the Credit Agreement. 
 2. Limited Waivers. 
 (a) In accordance with Section 10.1 of the Credit Agreement
and notwithstanding any of the provisions otherwise set forth in the Credit Agreement, as of the Waiver Effective Date, the Majority Facility Lenders in respect of the Term Loan and the Majority Revolving Credit Facility Lenders hereby irrevocably
and permanently waive any Default or Event of Default whether now existing or hereafter arising under Section 8 (a)(a) of the Credit Agreement resulting from the occurrence of a Material Adverse Deviation with respect to (i) the
disbursement line items for Payroll Taxes and Other Taxes and (ii) Receipts set forth in the Initial Budget, in each case, during the weeks ended December 21, 2007 and December 28, 2007. 







 (b) The waiver set forth in this Section 2 shall (i) become effective after
satisfaction of the conditions set forth in Section 3, (ii) shall be effective only in this specific instance and for the specific purposes set forth herein, and (iii) does not allow for any other or further departure from the terms
and conditions of the Credit Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect. 
 3.
Conditions. This Waiver shall become effective as of January 3, 2008, but only upon the satisfaction in full, in a manner reasonably satisfactory to the Agents, of the following conditions precedent (the first date upon which all such
conditions have been satisfied being herein called the “Waiver Effective Date”): 
 (a) Representations
and Warranties. The representations and warranties contained in this Waiver and in Section 4 of the Credit Agreement and in each other Loan Document, certificate or other writing delivered on or on behalf of any Loan Party to any Agent or
any Lender pursuant to the Credit Agreement or any other Loan Document on or prior to the Waiver Effective Date shall be true and correct on and as of the Waiver Effective Date as though made on and as of such date (except where such representations
and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date). 
 (b) No Event of Default. No Default or Event of Default shall have occurred and be continuing on the Waiver Effective Date or would result from this Waiver becoming effective in accordance with its terms.

 (c) Delivery of Documents. The Collateral Agent shall have received on or before the Waiver Effective Date the
following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Waiver Effective Date: 
 (i) counterparts of this Waiver which bear the signatures of the Parent, the Borrower, the Agents and the Majority Facility Lenders in respect of the Term Loan and the Majority Revolving Credit Facility Lenders; and

 (ii) an acknowledgment and consent, in the form attached as Exhibit A to this Waiver, duly executed by each Guarantor.

 (d) Proceedings. All legal matters incident to this Waiver shall be reasonably satisfactory to the Agents and their
counsel. 
  

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 4. Representations and Warranties. To induce the Agents and Lenders to enter into this Waiver,
each of the Parent and the Borrower hereby represents and warrants to the Agents and Lenders as follows: 
 (a)
Organization, Good Standing, Etc. Each Loan Party (i) is duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct
the business in which it is currently engaged, and to execute and deliver this Waiver, and to consummate the transactions contemplated hereby and by the Credit Agreement, and (iii) is duly qualified to do business and is in good standing in
each jurisdiction in which its ownership, lease or operation of Property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

 (b) Authorization, Etc. The execution, delivery and performance of this Waiver and each other Loan Document being
executed in connection with this Waiver by each Loan Party that is a party thereto, and the performance of the Credit Agreement hereby (i) have been duly authorized by all necessary action, (ii) do not and will not contravene any Loan
Party’s Constituent Documents or any applicable law or any material contractual restriction binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than
pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license,
authorization or approval applicable to its operations or any of its properties. 
 (c) Governmental Approvals. No
authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required in connection with the due execution, delivery and performance by any Loan Party of this Waiver or any
other Loan Document to which it is a party being executed in connection with this Waiver, or for the performance of the Credit Agreement. 
 (d) Enforceability of Loan Documents. Each of this Waiver, the Credit Agreement, and each other Loan Document is a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such
Loan Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to the enforcement of creditor’s rights
and by general equitable principles. 
 (e) Representations and Warranties; No Event of Default. The representations
and warranties herein, in Section 4 of the Credit Agreement and in each other Loan Document are true and correct on and as of the Waiver Effective Date as though made on and as of such date (except where such representations and warranties
relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and no Default or Event of Default has occurred and is continuing as of the Waiver Effective Date or would result from
this Waiver becoming effective in accordance with its terms. 
 (f) Existing Indentures. No consent with respect to the
execution, delivery or performance of this Waiver is required under the Existing Indentures. 
  

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 5. Continued Effectiveness of the Credit Agreement and Loan Documents. Each of the Parent and the
Borrower hereby (i) acknowledges and consents to this Waiver, (ii) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all
respects, and (iii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the ratable benefit of the Secured Parties, or to grant to the Collateral Agent for the ratable
benefit of the Secured Parties a security interest in or Lien on, any Collateral as security for the Obligations of any Loan Party from time to time existing in respect of the Credit Agreement and the Loan Documents, such pledge, assignment and/or
grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Waiver does not and shall not affect any of the Obligations of any Loan Party, other than as expressly provided herein. 
 6. Waiver as Loan Document. Each of the Parent and the Borrower hereby acknowledges and agrees that this Waiver constitutes a “Loan
Document” under the Credit Agreement. Accordingly, it shall be an Event of Default under the Credit Agreement if (i) any representation or warranty made by the Parent or the Borrower under or in connection with this Waiver shall have been
untrue, false or misleading in any material respect when made, or (ii) the Parent or the Borrower shall fail to perform or observe any term, covenant or agreement contained in this Waiver. 
 7. Miscellaneous. 
 (a) This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of this Waiver by telefacsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Waiver. Any party delivering an executed counterpart of this Waiver
by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Waiver, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Waiver.

 (b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of
this Waiver for any other purpose. 
 (c) The Borrower will pay on demand all reasonable fees, costs and expenses of the
Agents in connection with the preparation, execution and delivery of this Waiver and all documents incidental hereto, including, without limitation, the reasonable fees, disbursements and other charges of counsel to the Collateral Agent and the
Administrative Agent. 
 (d) THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 
 (e) Any provision of this Waiver that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 
  

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 (f) THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS WAIVER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed and delivered as of the
date set forth on the first page hereof. 
  

					
	PARENT:
	
	POPE & TALBOT, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	BORROWER:
	
	POPE & TALBOT LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	COLLATERAL AGENT AND TERM LOAN B AGENT:
	
	ABLECO FINANCE LLC,
on behalf of itself and its Affiliate assigns
		
	By:	 	/s/ Kevin Genda
		 	Name:	 	Kevin Genda
		 	Title:	 	Vice Chairman










					
	ADMINISTRATIVE AGENT AND LENDER:
	
	WELLS FARGO FINANCIAL CORPORATION CANADA
		
	By:	 	/s/ Nick Scarfo
		 	Name:	 	Nick Scarfo
		 	Title:	 	Vice President










					
	LENDERS:
	
	STYX PARTNERS, L.P.
		
	By:	 	Styx Associates, LLC, as its General Partner
		
	By:	 	/s/ Kevin Genda
		 	Name:	 	Kevin Genda
		 	Title:	 	Senior Managing Director










					
	OHSF FINANCING, LTD.
		
	By:	 	/s/ Scott D. Krase
		 	Name:	 	Scott D. Krase
		 	Title:	 	Authorized Signatory
	
	OHSF II FINANCING, LTD.
		
	By:	 	/s/ Scott D. Krase
		 	Name:	 	Scott D. Krase
		 	Title:	 	Authorized Signatory
	
	OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.
		
	By:	 	/s/ Scott D. Krase
		 	Name:	 	Scott D. Krase
		 	Title:	 	Authorized Signatory
	
	OAK HILL CREDIT ALPHA FINANCE I, LLC
		
	By:	 	Oak Hill Credit Alpha Fund, L.P.,
its Member
		
	By:	 	Oak Hill Credit Alpha Gen Par, L.P.,
its General Partner
		
	By:	 	Oak Hill Credit Alpha MGP, LLC,
its General Partner
		
	By:	 	/s/ Scott D. Krase
		 	Name:	 	Scott D. Krase
		 	Title:	 	Authorized Signatory










					
	OAK HILL CREDIT ALPHA FINANCE I (OFFSHORE), LTD.
		
	By:	 	/s/ Scott D. Krase
		 	Name:	 	Scott D. Krase
		 	Title:	 	Authorized Signatory
	
	LERNER ENTERPRISES, L.P.
		
	By:	 	Oak Hill Advisors, L.P., as Investment
Advisor for Lerner Enterprises, L.P.
		
	By:	 	/s/ Scott D. Krase
		 	Name:	 	Scott D. Krase
		 	Title:	 	Authorized Signatory
	
	OHA CAPITAL SOLUTIONS, L.P.
		
	By:	 	OHA Capital Solutions GenPar, L.P.,
its General Partner
		
	By:	 	OHA Capital Solutions MGP, LLC,
its General Partner
		
	By:	 	/s/ Scott D. Krase
		 	Name:	 	Scott D. Krase
		 	Title:	 	Authorized Signatory
	
	OHA CAPITAL SOLUTIONS, LTD.
		
	By:	 	/s/ Scott D. Krase
		 	Name:	 	Scott D. Krase
		 	Title:	 	Authorized Signatory










					
	REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P.
		
	By:	 	Regiment Capital GP, LLC, its General Partner
		
	By:	 	/s/ Richard Miller
		 	Name:	 	Richard Miller
		 	Title:	 	Authorized Signatory










					
	DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
		
	By:	 	Drawbridge Special Opportunities GP LLC, its general partner
		
	By:	 	/s/ Constantine M. Dakolias
		 	Name:	 	Constantine M. Dakolias
		 	Title:	 	President










					
	CREDIT GENESIS CLO 2005-1 LTD.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	
	
	DURHAM ACQUISITION CO., LLC
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	










					
	HBK MASTER FUND L.P.
		
	By:	 	HBK Investments L.P. its Investment Advisor
		
	By:	 	/s/ J. Baker Gentry, Jr.
		 	Name:	 	J. Baker Gentry, Jr.
		 	Title:	 	Authorized Signatory










					
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Jonathan M. Barnes
		 	Name:	 	Jonathan M. Barnes
		 	Title:	 	Vice President










					
	CONCORDIA PARTNERS, L.P.
	acting by and through Concordia Advisors, L.L.C.,
as a Lender
		
	By:	 	/s/ Allan A. Brown
		 	Name:	 	Allan A. Brown
		 	Title:	 	Portfolio Manager and
		 		 	 Co-head of Distressed
 Debt
Trading











					
	QUADRANGLE MASTER FUNDING LTD
		
	By:	 	Quadrangle Debt Recovery Advisors LLC
Its: Advisor
		
	By:	 	/s/ Christopher Santana
		 	Name:	 	Christopher Santana
		 	Title:	 	Managing Principal










					
	DK ACQUISITION PARTNERS, L.P.
		
	By:	 	M.H. Davidson & Co., its General Partner
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	










							
	ABN AMRO BANK N.V., Canada Branch
			
	By:	 	/s/ David Carson	 	/s/Aaron Turner
		 	Name:	 	David Carson	 	Aaron Turner
		 	Title:	 	Vice President	 	Senior Vice President









 EXHIBIT A 
 ACKNOWLEDGMENT AND CONSENT 
 The undersigned, as a party to one or more Loan Documents, as defined in
the Debtor-in-Possession Credit and Security Agreement dated as of November 19, 2007, as amended by the First Amendment and Waiver to the Debtor-in-Possession Credit and Security Agreement dated as of December 20, 2007 (as heretofore
amended or otherwise modified, the “Credit Agreement”), by and among POPE & TALBOT, INC., a Delaware corporation, as a debtor and debtor-in-possession under the US Bankruptcy Code (the “Parent”),
POPE & TALBOT LTD., a Canadian corporation, as a debtor and debtor-in-possession under the US Bankruptcy Code, and as a debtor company under the CCAA (the “Borrower”), the Guarantors set forth on the signature pages
thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), WELLS FARGO FINANCIAL CORPORATION CANADA, a Nova Scotia unlimited liability company, as administrative agent
(in such capacity, together with its permitted successors and assigns, the “Administrative Agent”), ABLECO FINANCE LLC, as Collateral Agent (in such capacity, together with its permitted successors and assigns, the
“Collateral Agent”), and ABLECO FINANCE LLC, as Term Loan B Agent (in such capacity, together with its permitted successors and assigns, the “Term Loan B Agent” and together with the Administrative Agent and the
Collateral Agent, each an “Agent” and collectively, the “Agents”), hereby (i) acknowledges and consents to the Second Waiver dated the date hereof (the “Waiver”, all terms defined therein being
used herein defined therein) to the Credit Agreement; (ii) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects; and
(iii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent, for the benefit of the Secured Parties, or to grant to the Collateral Agent, for the benefit of the Secured Parties,
a security interest in or lien on, any collateral as security for the obligations of any Guarantor from time to time existing in respect of the Loan Documents, such pledge, assignment and/or grant of a security interest or lien is hereby ratified
and confirmed in all respects as security for, in addition to the other obligations secured thereby, all obligations of such Guarantors outstanding upon the taking effect of the Waiver. 
 Dated: as of January 4, 2008 
 [signature pages follow] 








					
	POPE & TALBOT SPEARFISH LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code
		
	By:	 	 POPE & TALBOT LTD.,
 as a Debtor and
Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner

		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	PENN TIMBER, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	POPE & TALBOT RELOCATION SERVICES, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	P&T POWER COMPANY, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO










					
	POPE & TALBOT PULP SALES U.S., INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	POPE & TALBOT LUMBER SALES, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	MACKENZIE PULP LAND LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO










					
	P&T LFP INVESTMENT LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code
		
	By:	 	 P&T FUNDING LTD.,
 as a Debtor and
Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner

		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	P&T FUNDING LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	P&T FINANCE ONE LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code
		
	By:	 	 PENN TIMBER, INC.,
 as a Debtor and
Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner

		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO










					
	 P&T FINANCE TWO LIMITED PARTNERSHIP,
 as
a Debtor and Debtor-in-Possession under the US Bankruptcy Code

		
	By:	 	 PENN TIMBER, INC.,
 as a Debtor and
Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner

		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	 P&T FACTORING LIMITED PARTNERSHIP
 as a
Debtor and Debtor-in-Possession under the US Bankruptcy Code

		
	 By:
	 	 POPE & TALBOT PULP SALES U.S., INC.,
 as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its Managing General Partner

		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO
	
	P&T FINANCE THREE LLC, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA
		
	By:	 	 POPE & TALBOT LTD.,
 as a Debtor and
Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its Manager

		
	By:	 	/s/ R. Neil Stuart
		 	Name:	 	R. Neil Stuart
		 	Title:	 	VP & CFO