Second Amendment dated December 31, 2006 to Credit Agreement



 Exhibit 4.1 
 SECOND AMENDMENT TO THE CREDIT AGREEMENT 
 SECOND AMENDMENT, dated as of December 31,
2006 (this “Amendment”), to the Credit Agreement, dated as of June 28, 2006 (as heretofore amended or otherwise modified, the “Credit Agreement”), by and among POPE & TALBOT, INC., a Delaware corporation (the
“Parent”), POPE & TALBOT LTD., a Canadian corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LEHMAN
BROTHERS INC., as sole arranger and sole bookrunner (in such capacity, the “Arranger”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), 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 Parent and the Borrower have requested that the Agents and the Lenders consent to the amendment of certain terms and conditions of the Credit Agreement as hereinafter set forth; and 
 WHEREAS, the Agents and the Lenders are willing to enter into this Amendment in order to amend certain terms and conditions of the Credit Agreement,
subject to the terms and conditions set forth in this Amendment. 
 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. Definitions. 
 (a) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of the term “Applicable Prepayment Premium” and
substituting therefor as follows: 
 ‘“Applicable Prepayment Premium’: as of any date of determination
(a) with respect to the Term Loans, an additional amount equal to the product of (i) the principal amount of the Term Loans that are prepaid on such date (or, in the case of prepayments made pursuant to Section 2.12(b), the amount
provided in Section 2.12(d)), times (ii) a percentage that (A) shall equal 4% for all 







 payments during the period from and after the date of the execution and delivery of this Agreement up to
and including the date that is the 3-year anniversary of the Closing Date, (B) shall equal 1% for all payments during the period from and after the date that is the 3-year anniversary of the Closing Date up to and including the date that is the
4-year anniversary of the Closing Date, and (C) shall equal 0% thereafter, and (b) with respect to the Revolving Credit Facility, an additional amount equal to the product of (i) the amount of the reduction of the Revolving Credit
Commitments on such date (or, if the Revolving Credit Commitments are being terminated, the amount of the Revolving Credit Commitments immediately prior to such termination), times (ii) a percentage that (A) shall equal 1% for all payments
during the period from and after the date of the execution and delivery of this Agreement up to and including the date that is the 2-year anniversary of the Closing Date, and (B) shall equal 0% thereafter.” 
 (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of the term “Borrowing Base Parties” and substituting
therefor as follows: 
 ‘“Borrowing Base Parties’: Parent, Borrower, Pope & Talbot Pulp Sales
U.S., Inc., Pope & Talbot Lumber Sales, Inc., P&T Factoring Ltd. Partnership, P&T Finance Three LLC and such other Loan Parties as are designated by the Borrower from time to time, subject to completion of a collateral audit with
respect to such other Loan Parties, the results of which shall be reasonably satisfactory to the Administrative Agent, and “Borrowing Base Party” means any one of them.” 
 (c) Section 1.1 of the Credit Agreement is hereby amended by deleting the number “90” in the definition of the term “Eligible Foreign
Accounts” and substituting therefor the number “145”. 
 (d) Section 1.1 of the Credit Agreement is hereby amended by
deleting the definition of the term “Maximum Revolving Credit Cash Amount” and substituting therefor as follows: 
 ‘“Maximum Revolving Credit Cash Amount’: $75,000,000.” 
 (e) Section 1.1 of the Credit Agreement is
hereby amended by deleting the definition of the term “Threshold Asset Sale or Recovery Event Proceeds” and substituting therefor as follows: 
 ‘“Threshold Asset Sale or Recovery Event Proceeds’: the first $15,000,000 of Net Cash Proceeds from Asset Sales and Recovery Events that are applied to repay Term Loans.” 
 3. Termination or Reduction of Revolving Credit Commitments. Section 2.11 of the Credit Agreement is hereby amended by inserting the
following two sentences at the end of such Section: 
  

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 “At the time of any such termination or reduction of the Revolving Credit Commitments under this
Section 2.11, Borrower shall pay an additional amount, in Dollars, equal to the Applicable Prepayment Premium. The Applicable Prepayment Premium, in each case, shall be paid to and for the account of the Lenders whose Revolving Credit
Commitments are being terminated or reduced under this Section 2.11.” 
 4. Optional Prepayments. Section 2.12(d) of
the Credit Agreement is hereby amended by deleting it in its entirety and by substituting therefor as follows: 
 “(d)
Other than as set forth in the proviso at the end of this sentence, no Applicable Prepayment Premium shall be due for prepayments under Section 2.12(b); provided, that each prepayment of a Term Loan under Section 2.12(b) made in
connection with the prepayment in full of the Term Loans and termination of this Agreement shall be accompanied by the payment of and the Borrower agrees to pay an additional amount, in Dollars, equal to the Applicable Prepayment Premium, such
Applicable Prepayment Premium to be calculated based on the average outstanding principal balance of the Term Loans during the calendar quarter immediately preceding such prepayment. The Applicable Prepayment Premium, in each case, shall be paid to
and for the account of the Lenders whose Term Loans are being prepaid under Section 2.12(b).” 
 5. Application and Allocation
of Payments. 
 (a) Section 2.19(a)(ii)(A) of the Credit Agreement is hereby amended by deleting it in its entirety and by
substituting therefor as follows: 
  

	 	“(A)	except as provided in clause (C) of this Section 2.19(a)(ii), with respect to Revolving Priority Collateral and Proceeds thereof and payments made using Revolving Priority
Collateral and Proceeds thereof (other than payments made using proceeds of Revolving Credit Loans), (1) first, ratably to pay the Obligations in respect of any fees (including any fees or charges assessed by the Issuing Lender), expense
reimbursements, indemnities and other amounts then due to the Agents or the Issuing Lender until paid in full; (2) second, ratably to pay the Obligations in respect of any fees (including Letter of Credit fees payable in connection with any
Letters of Credit, but excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due to the Revolving Credit Lenders until paid in full; (3) third, to pay interest due in respect of the Collateral Agent Advances
then due to the Collateral Agent until paid in full; (4) fourth, to pay 

  

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	 	    	principal of the Collateral Agent Advances then due to the Collateral Agent until paid in full; (5) fifth, to pay interest due in respect of the Swing Line Loans to the Swing
Line Lender until paid in full; (6) sixth, to pay principal of the Swing Line Loans to the Swing Line Lender until paid in full; (7) seventh, ratably to pay interest due in respect of the Revolving Credit Loans and unreimbursed L/C
Disbursements then due to the Revolving Credit Lenders until paid in full; (8) eighth, ratably to pay (x) principal of the Revolving Credit Loans then due to the Revolving Credit Lenders until paid in full, (y) unreimbursed L/C
Disbursements to the Issuing Lender and/or the Revolving Credit Lenders, as applicable, until paid in full (or, to the extent such reimbursement obligations in respect of Letters of Credit are contingent, to provide cash collateral in an amount
equal to 105% of the Letter of Credit Usage to the Administrative Agent for the benefit of the Issuing Lender), and (z) to the Administrative Agent, for the benefit of the Bank Product Providers, to be held as cash collateral in an amount up to
the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default; (9) ninth, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment
Premium), expense reimbursements and indemnities then due to the Term Loan Lenders until paid in full; (10) tenth, ratably to pay interest due in respect of the Term Loans until paid in full; (11) eleventh, ratably to pay principal of the
Term Loans until paid in full; (12) twelfth, to the Administrative Agent, to be held by it, for the benefit of the Bank Product Providers, as cash collateral in an amount determined by the Administrative Agent in its Permitted Discretion as the
amount necessary to secure the Loan Parties’ Obligations in respect of the then outstanding Bank Products; (13) thirteenth, ratably to pay any Applicable Prepayment Premium then due and payable in respect of the Revolving Credit Facility
until paid in full; (14) fourteenth, ratably to pay any Applicable Prepayment Premium then due and payable in respect of the Term Loans until paid in full; and (15) fifteenth, to the ratable payment of all other Obligations then due and
payable until paid in full;” 

 (b) Section 2.19(a)(ii)(B) of the Credit Agreement is hereby amended by deleting it
in its entirety and by substituting therefor as follows: 
  

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	 	“(B)	except as provided in clause (C) of this Section 2.19(a)(ii), with respect to Term Priority Collateral and Proceeds thereof and payments made using Term Priority
Collateral and Proceeds thereof, (1) first, ratably to pay the Obligations in respect of any fees (including any fees or charges assessed by the Issuing Lender), expense reimbursements, indemnities and other amounts then due to the Agents or
the Issuing Lender, until paid in full; (2) second, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due to the Term Loan Lenders until paid in
full; (3) third, to pay interest due in respect of the Collateral Agent Advances then due to the Collateral Agent until paid in full; (4) fourth, to pay principal of the Collateral Agent Advances then due to the Collateral Agent until paid
in full; (5) fifth, ratably to pay interest due in respect of the Term Loans until paid in full; (6) sixth, ratably to pay principal of the Term Loans until paid in full; (7) seventh, ratably to pay the Obligations in respect of any
fees (including Letter of Credit fees payable in connection with any Letters of Credit, but excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due to the Revolving Credit Lenders until paid in full;
(8) eighth, ratably to pay interest due in respect of the Swing Line Loans to the Swing Line Lender until paid in full; (9) ninth, ratably to pay principal of the Swing Line Loans to the Swing Line Lender until paid in full;
(10) tenth, ratably to pay interest due in respect of the Revolving Credit Loans and unreimbursed L/C Disbursements then due to the Revolving Credit Lenders until paid in full; (11) eleventh, ratably to pay (x) principal of the
Revolving Credit Loans then due to the Revolving Credit Lenders until paid in full, (y) unreimbursed L/C Disbursements to the Issuing Lender and/or the Revolving Credit Lenders, as applicable, until paid in full (or, to the extent such
reimbursement obligations in respect of Letters of Credit are contingent, to provide cash collateral in an amount equal to 105% of the Letter of Credit Usage to the Administrative Agent for the benefit of the Issuing Lender), and (z) to the
Administrative Agent, for the benefit of the Bank Product Providers, to be held as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of


  

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	 	    	Default; (12) twelfth, ratably to pay any Applicable Prepayment Premium then due and payable in respect of the Term Loans until paid in full; (13) thirteenth, ratably to
pay any Applicable Prepayment Premium then due and payable in respect of the Revolving Credit Facility until paid in full; (14) fourteenth, to the ratable payment of all other Obligations (other than Bank Product Obligations) then due and
payable until paid in full; and (15) fifteenth, to the Administrative Agent, to be held by it, for the benefit of the Bank Product Providers, as cash collateral in an amount determined by the Administrative Agent in its Permitted Discretion as
the amount necessary to secure the Loan Parties’ Obligations in respect of the then outstanding Bank Products; and” 

 (c) Section 2.19(a)(ii)(C) of the Credit Agreement is hereby amended by deleting it in its entirety and by substituting therefor as follows: 
  

	 	“(C)	with respect to the Proceeds of any Asset Sale of all or substantially all of the assets or Capital Stock of any Person or any Recovery Event or any Extraordinary Receipt which
Asset Sale or Recovery Event or Extraordinary Receipt includes both (x) Revolving Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied as follows: (1) first, ratably to
pay the Obligations in respect of any fees (including any fees or charges assessed by the Issuing Lender), expense reimbursements, indemnities and other amounts then due to the Agents or the Issuing Lender until paid in full; (2) second,
ratably to pay interest due in respect of the Collateral Agent Advances then due to the Collateral Agent until paid in full; (3) third, ratably to pay principal of the Collateral Agent Advances then due to the Collateral Agent until paid in
full; (4) fourth, an amount equal to the net book value of the Revolving Priority Borrowing Base Collateral that is the subject of such Asset Sale or Recovery Event (including any Revolving Priority Borrowing Base Collateral owned by a Person
whose Capital Stock is the subject of such Asset Sale) (determined at the time of such Asset Sale or Recovery Event) or any Extraordinary Receipt constituting Revolving Priority Collateral shall be applied in accordance with (x) first,
subclause (2) of clause (A) above, and (y) second, subclauses (5) through (15) of clause (A) above, in each case, until paid in full; and (5) fifth, the remaining Proceeds 

  

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	 	    	shall be applied in accordance with (x) first, subclause (2) of clause (B) above, and (y) second, subclauses (5) through (15) of clause (B) above,
in each case, until paid in full.” 

 6. Reporting Requirements. Section 6.1(a) of the Credit Agreement is
hereby amended by deleting it in its entirety and by substituting therefor as follows: 
 “(a) as soon as available, but
in any event within 90 days after the end of each fiscal year of the Parent, a copy of the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and
of cash flows for such year, and accompanied by a report and an unqualified opinion with respect to the matters set forth below, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of
recognized standing selected by the Parent and reasonably satisfactory to the Agents (which opinion shall be without (A) any qualification or exception as to the scope of such audit, or (B) any qualification which relates to the treatment
or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.1);”

 7. Financial Covenants Schedule. Schedule 7.1 to the Credit Agreement is hereby amended in its entirety to read as set forth in
Exhibit B to this Amendment. 
 8. Conditions. This Amendment shall become effective as of December 31, 2006, 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 “Amendment Effective Date”):

 (a) Representations and Warranties. The representations and warranties contained in this Amendment 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 Amendment Effective
Date shall be true and correct on and as of the Amendment 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 Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. 
 (c)
Amendment Fee. The Administrative Agent shall have received an amendment fee in immediately available funds in the aggregate amount of $654,948.18, for the pro rata benefit of the Lenders, which fee shall be nonrefundable and deemed fully
earned on the Amendment Effective Date. 
  

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 (d) Delivery of Documents. The Collateral Agent shall have received on or before the Amendment
Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Amendment Effective Date: 
 (i) counterparts of this Amendment 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 Amendment, duly executed by each Guarantor. 
 (e) Proceedings. All legal matters incident to this
Amendment shall be reasonably satisfactory to the Agents and their counsel. 
 9. Representations and Warranties. To induce the Agents
and Lenders to enter into this Amendment, 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 Amendment, and to consummate the transactions contemplated hereby and by the Credit Agreement, as amended hereby, 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 Amendment and each other
Loan Document being executed in connection with this Amendment by each Loan Party that is a party thereto, and the performance of the Credit Agreement as amended 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 
  

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 required in connection with the due execution, delivery and performance by any Loan Party of this Amendment or any other
Loan Document to which it is a party being executed in connection with this Amendment, or for the performance of the Credit Agreement, as amended hereby. 
 (d) Enforceability of Loan Documents. Each of this Amendment, the Credit Agreement, as amended hereby, 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 Amendment 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 Amendment Effective Date or
would result from this Amendment becoming effective in accordance with its terms. 
 (f) Existing Indentures. No consent with respect
to the execution, delivery or performance of this Amendment is required under the Existing Indentures. 
 10. Continued Effectiveness of
the Credit Agreement and Loan Documents. Each of the Parent and the Borrower hereby (i) acknowledges and consents to this Amendment, (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 except that on and after the Amendment Effective Date all references in any such Loan Document to “the Credit Agreement”, the “Agreement”,
“thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment, 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 Amendment does not and shall not affect any of the Obligations of any Loan Party, other than as expressly provided herein. 
 11. Amendment as Loan Document. Each of the Parent and the Borrower hereby acknowledges and agrees that this Amendment constitutes a “Loan Document” under the Credit Agreement. Accordingly, it shall be an Event of Default
under the Credit Agreement if (1) any representation or warranty made by the Parent or the Borrower under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or 
  

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 (2) the Parent or the Borrower shall fail to perform or observe any term, covenant or agreement contained in this
Amendment. 
 12. Miscellaneous. 
 (a) This Amendment 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 Amendment by telefacsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this
Amendment by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this
Amendment. 
 (b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of
this Amendment 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 Amendment 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 AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 (e) Any provision of this Agreement 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. 
 (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
AMENDMENT 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 Amendment to be executed and delivered as of the
date set forth on the first page hereof. 
  

			
	PARENT:
	
	POPE & TALBOT, INC.
		
	By:	 	 /s/ R. Neil Stuart

	Name:	 	Neil Stuart
	Title:	 	Vice President and Chief Financial Officer
	
	BORROWER:
	
	POPE & TALBOT LTD.
		
	By:	 	 /s/ R. Neil Stuart

	Name:	 	Neil Stuart
	Title:	 	Vice President and Chief Financial Officer
	
	COLLATERAL AGENT, TERM LOAN B AGENT AND LENDER:
	
	 ABLECO FINANCE LLC,
 on behalf of itself and
its Affiliate assigns

		
	By:	 	 /s/ Kevin Genda

	Name:	 	Kevin Genda
	Title:	 	SVP
	
	ADMINISTRATIVE AGENT AND LENDER:
	
	WELLS FARGO FINANCIAL CORPORATION CANADA
		
	By:	 	 /s/ Nick Scarfo

	Name:	 	Nick Scarfo
	Title:	 	Vice President










			
	LENDERS:
	
	COAST DL FUNDING LLC
		
	By:	 	 /s/ Scott D. Krase

	Name:	 	Scott D. Krase
	Title:	 	Authorized Signatory
	
	OHSF FINANCING, LTD.
		
	By:	 	 /s/ Scott Krase

	Name:	 	Scott Krase
	Title:	 	Authorized Signatory
	
	OHSF II FINANCING, LTD.
		
	By:	 	 /s/ Scott Krase

	Name:	 	Scott Krase
	Title:	 	Authorized Signatory
	
	OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.
		
	By:	 	 /s/ Scott Krase

	Name:	 	Scott 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 Krase

	Name:	 	Scott 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










			
	REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P.
		
	By:	 	 /s/ Richard T. Miller

	Name:	 	Richard T. Miller
	Title:	 	Partner










			
	FORTRESS CREDIT OPPORTUNITIES I LP
		
	By:	 	Fortress Credit Opportunities I GP LLC,
		 	its general partner
		
	By:	 	 /s/ Constantine Dakolias

	Name:	 	Constantine Dakolias
	Title:	 	Chief Credit Officer
	
	FORTRESS CREDIT OPPORTUNITIES II LP
		
	By:	 	Fortress Credit Opportunities II GP LLC,
		 	its general partner
		
	By:	 	 /s/ Constantine Dakolias

	Name:	 	Constantine Dakolias
	Title:	 	Chief Credit Officer
	
	FORTRESS CREDIT FUNDING I LP
		
	By:	 	Fortress Credit Funding I GP LLC,
		 	its general partner
		
	By:	 	 /s/ Constantine Dakolias

	Name:	 	Constantine Dakolias
	Title:	 	Chief Credit Officer










			
	CREDIT GENESIS CLO 2005-1 LTD.
		
	By:	 	 /s/ T. K. Duggan

	Name:	 	T. K. Duggan
	Title:	 	Managing Principal
	
	DURHAM ACQUISITION CO., LLC
		
	By:	 	 /s/ T. K. Duggan

	Name:	 	T. K. Duggan
	Title:	 	Managing Principal










			
	HBK MASTER FUND L.P.
		
	By:	 	HBK Investments L.P.
		 	its Investment Advisor
		
	By:	 	 /s/ David Haley

	Name:	 	David Haley
	Title:	 	Authorized Signatory










			
	CITIGROUP FINANCIAL PRODUCTS INC.
		
	By:	 	 /s/ Jeffrey M. Farmer

	Name:	 	Jeffrey M. Farmer
	Title:	 	Authorized Signatory










			
	QUADRANGLE MASTER FUNDING LTD
		
	By:	 	Quadrangle Debt Recovery Advisors LLC
		 	Its: Advisor
		
	By:	 	 /s/ Andrew Herenstein

	Name:	 	Andrew Herenstein
	Title:	 	Member










			
	DK ACQUISITION PARTNERS, L.P.
		
	By:	 	M.H. Davidson & Co., its General Partner
		
	By:	 	 /s/ Anthony Yoseloff

	Name:	 	Anthony Yoseloff
	Title:	 	General Partner










					
	 LASALLE BUSINESS CREDIT, a division of
 ABN
AMRO Bank N.V., Canada Branch

			
	By:	 	 /s/ Aaron Turner
	 	 /s/ Jacqueline Mann

	Name:	 	Aaron Turner	 	Jacqueline Mann
	Title:	 	First Vice President	 	Vice President









 EXHIBIT A 
 ACKNOWLEDGMENT AND CONSENT 
 The undersigned, as a party to one or more Loan Documents, as defined in
the Credit Agreement dated as of June 28, 2006 (as heretofore amended or otherwise modified, the “Credit Agreement”), by and among POPE & TALBOT, INC., a Delaware corporation (the “Parent”), POPE & TALBOT
LTD., a Canadian corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LEHMAN BROTHERS INC., as sole arranger and sole
bookrunner (in such capacity, the “Arranger”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), 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 Amendment dated the date hereof (the “Amendment”,
all terms defined therein being used herein as 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 except that on and after the Amendment Effective Date all references in any such Loan Documents to “the Credit Agreement”, “thereto”, “thereof”,
“thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by the Amendment; 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 Amendment. 
 Dated: as of December 31, 2006 
  

			
	POPE & TALBOT SPEARFISH LIMITED PARTNERSHIP
		
	By:	 	POPE & TALBOT LTD.,
		 	as General Partner
		
	By:	 	  

	Name:	 	DeeAnn Lindsley
	Title:	 	Assistant Secretary










			
	PENN TIMBER, INC.
		
	By:	 	  

	Name:	 	DeeAnn Lindsley
	Title:	 	Assistant Secretary
	
	POPE & TALBOT RELOCATION SERVICES, INC.
		
	By:	 	  

	Name:	 	John Shepherd
	Title	 	: Assistant Secretary
	
	P&T POWER COMPANY
		
	By:	 	  

	Name:	 	DeeAnn Lindsley
	Title:	 	Assistant Secretary
	
	POPE & TALBOT PULP SALES U.S., INC.
		
	By:	 	  

	Name:	 	John Shepherd
	Title:	 	Assistant Secretary
	
	POPE & TALBOT LUMBER SALES, INC.
		
	By:	 	  

	Name:	 	John Shepherd
	Title:	 	Assistant Secretary
	
	MACKENZIE PULP LAND LTD.
		
	By:	 	  

	Name:	 	DeeAnn Lindsley
	Title:	 	Assistant Secretary










			
	 P&T LFP INVESTMENT LIMITED PARTNERSHIP

		
	By:	 	P&T FUNDING LTD.,
		 	as General Partner
		
	By:	 	  

	Name:	 	John Shepherd
	Title:	 	Assistant Secretary
	
	P&T FUNDING LTD.
		
	By:	 	  

	Name:	 	John Shepherd
	Title:	 	Assistant Secretary
	
	P&T FINANCE ONE LIMITED PARTNERSHIP
		
	By:	 	PENN TIMBER, INC.,
		 	as General Partner
		
	By:	 	  

	Name:	 	DeeAnn Lindsley
	Title:	 	Assistant Secretary
	
	P&T FINANCE TWO LIMITED PARTNERSHIP
		
	By:	 	PENN TIMBER, INC.,
		 	as General Partner
		
	By:	 	  

	Name:	 	DeeAnn Lindsley
	Title:	 	Assistant Secretary
	
	P&T FACTORING LIMITED PARTNERSHIP
		
	By:	 	POPE & TALBOT PULP SALES U.S., INC.,
		 	as Managing General Partner
		
	By:	 	  

	Name:	 	John Shepherd
	Title:	 	Assistant Secretary










			
	P&T FINANCE THREE LLC
		
	By:	 	POPE & TALBOT LTD.,
		 	as Manager
		
	By:	 	  

	Name:	 	DeeAnn Lindsley
	Title:	 	Assistant Secretary









 EXHIBIT B 
 SCHEDULE 7.1 
 Financial Covenants 
 1. Consolidated EBITDA. Permit Consolidated EBITDA of the Parent and its Subsidiaries for: 
 a) the four consecutive fiscal quarters of the Parent ending June 30, 2006 and September 30, 2006, to be less than $0; 
 b) the four consecutive fiscal quarters ended on December 31, 2006 to be less than $25,000,000; and 
 c) the preceding four consecutive fiscal quarters calculated at the end of each fiscal quarter set forth in the table below, beginning with the end of
FQ1 2007 of the Parent, to be less than the applicable amount set forth below: 
  

				
	 Fiscal Quarter
	  	Amount
	 FQ1 2007
	  	$	25,000,000
	 FQ2 2007
	  	$	30,000,000
	 FQ3 2007
	  	$	30,000,000
	 FQ4 2007
	  	$	45,000,000
	 FQ1 2008
	  	$	45,000,000
	 FQ2 2008
	  	$	52,500,000
	 FQ3 2008
	  	$	52,500,000
	 FQ4 2008
	  	$	60,000,000
	 FQ1 2009
	  	$	60,000,000
	 FQ2 2009
	  	$	65,000,000
	 FQ3 2009
	  	$	65,000,000
	 FQ4 2009
	  	$	70,000,000
	 FQ1 2010
	  	$	70,000,000
	 FQ2 2010
	  	$	70,000,000
	 FQ3 2010
	  	$	70,000,000
	 FQ4 2010
	  	$	70,000,000
	 FQ1 2011
	  	$	70,000,000
	 FQ2 2011
	  	$	70,000,000
	 FQ3 2011
	  	$	70,000,000
	 FQ4 2011
	  	$	70,000,000
	 FQ1 2012
	  	$	70,000,000
	 FQ2 2012
	  	$	70,000,000

 2. Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio for the preceding
four consecutive fiscal quarters calculated at the end of each fiscal quarter of the Parent and its Subsidiaries ending on or after March 31, 2009 to be greater than 2.75 to 1.00.