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



 Exhibit 4.1 
 Execution Version 
 ELEVENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY

 AGREEMENT 
 ELEVENTH WAIVER, dated as of March 7, 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 dated as of
December 20, 2007 and as amended by the Second Amendment dated as of February 14, 2008, to the Debtor-in-Possession Credit and Security Agreement (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 Borrower, the Parent, the Agents and the Lenders entered into that certain Tenth Waiver to
the Credit Agreement dated as of February 22, 2008 in order to waive certain provisions of the Credit Agreement, subject to the terms and conditions set forth therein; and 
 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 (aa) of the Credit Agreement resulting from the occurrence of a Material Adverse Deviation with respect to the (A) disbursement line items for Payroll Taxes and Benefits during the week ended
February 29, 2008 and on a cumulative basis for all periods ended on or prior to February 29, 2008 and (B) line item for Cash receipts during the week ended February 29, 2008 and on a cumulative basis for all periods ended on or
prior to February 29, 2008. 
 (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 March 7, 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.

  

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

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 (f) Existing Indentures. No consent with respect to the execution, delivery or
performance of this Waiver is required under the Existing Indentures. 
 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. 
  

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 (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. 
 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:	 	Sr. Managing Director










					
	
	OHSF FINANCING, LTD.
		
	By:	 	/s/ Robert Okun
		 	Name:	 	Robert Okun
		 	Title:	 	Authorized Person
	
	OHSF II FINANCING, LTD.
		
	By:	 	/s/ Robert Okun
		 	Name:	 	Robert Okun
		 	Title:	 	Authorized Person
	
	OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.
		
	By:	 	/s/ Robert Okun
		 	Name:	 	Robert Okun
		 	Title:	 	Authorized Person
	
	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/ Robert Okun
		 	Name:	 	Robert Okun
		 	Title:	 	Authorized Person










					
	
	OAK HILL CREDIT ALPHA FINANCE I (OFFSHORE), LTD.
		
	By:	 	/s/ Robert Okun
		 	Name:	 	Robert Okun
		 	Title:	 	Authorized Person
	
	LERNER ENTERPRISES, LLC (fka Lerner Enterprises, LP)
		
	By:	 	 Oak Hill Advisors, L.P., as Investment
 Advisor for Lerner Enterprises, L.P.

		
	By:	 	/s/ Robert Okun
		 	Name:	 	Robert Okun
		 	Title:	 	Authorized Person
	
	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/ Robert Okun
		 	Name:	 	Robert Okun
		 	Title:	 	Authorized Person
	
	OHA CAPITAL SOLUTIONS, LTD.
		
	By:	 	/s/ Robert Okun
		 	Name:	 	Robert Okun
		 	Title:	 	Authorized Person










					
	
	REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P.
		
	By:	 	 Regiment Capital GP, LLC, its General
 Partner

		
	By:	 	/s/ Richard T. Miller
		 	Name:	 	Richard T. Miller
		 	Title:	 	Authorized Signatory










					
	
	DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
		
	By:	 	Drawbridge Special Opportunities GP LLC, its general partner
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	










					
	
	CREDIT GENESIS CLO 2005-1 LTD.
		
	By:	 	/s/ Maurine R. Bartlett
		 	Name:	 	Maurine R. Bartlett
		 	Title:	 	Partner, Cadwalader, Wickersham
		 	& Taft LLP
		 	Pursuant to a Power of Attorney
	
	DURHAM ACQUISITION CO., LLC
		
	By:	 	/s/ Maurine R. Bartlett
		 	Name:	 	Maurine R. Bartlett
		 	Title:	 	Partner, Cadwalader, Wickersham
		 	& Taft LLP
		 	Pursuant to a Power of Attorney










					
	
	HBK MASTER FUND L.P.
		
	By:	 	 HBK Investments L.P.
 its Investment Advisor


		
	By:	 	 
		 	Name:	 	
		 	Title:	 	










					
	
	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










					
	
	MONARCH MASTER FUNDING LTD
		
	By:	 	 Monarch Alternative Capital LP
 Its: Advisor


		
	By:	 	/s/ Michael A. Weinstock
		 	Name:	 	Michael A. Weinstock
		 	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/ Bryan J. Matthews
		 	Name:	 	Bryan J. Matthews
		 	Title:	 	First Vice President
		
	By:	 	/s/ David W. Stack
		 	Name:	 	David W. Stack
		 	Title:	 	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 dated as of December 20, 2007 and as amended by the Second Amendment dated as of February 14, 2008, to
the Debtor-in-Possession Credit and Security Agreement (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 Eleventh 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 March 7, 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:	 	/s/ 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