exv10w1



 






EXHIBIT 10.1




	 	 	 	 	 
	THE PACIFIC LUMBER COMPANY
	 	 
	P.O. Box 37

T: (707) 764-2222


	 	Scotia, CA 95565

www.Palco.com
	 	 
 







LETTER WAIVER




March 10, 2005




Mr. Rob Dalton, Vice President

Bank of America Business Capital

55 South Lake Avenue, Suite 900

Pasadena, CA 91101



RE:  Letter Waiver to each Lender under the Credit Agreement referred to below



Gentlemen:



     We refer to the Credit Agreement dated as of January 23, 2004, as amended from time to time
(the “Credit Agreement”), among the undersigned and you. Unless otherwise defined herein, the
terms defined in the Credit Agreement shall be used herein as therein defined.



     We refer to the Third Amendment dated as of February 22, 2005 which, in part, provided for a
limited waiver with respect to compliance by us with the provisions of Section 7.27 of the Credit
Agreement for the fiscal quarter ending December 31, 2004 solely as it relates to Section
8.3(a)(ii) of the Credit Agreement. This limited waiver was granted through March 11, 2005.



     We hereby request that you extend the limited waiver granted to us under the Third Amendment
for a further period, to end on March 18, 2005.



     If you agree to the above waiver extension, please evidence such agreement by executing and
returning at least two counterparts of this waiver to Shearman & Sterling LLP, 525 Market Street,
Suite 1500, San Francisco, 94105, Attention: Eldyne Perrou. This waiver extension shall become
effective as of the date first above written when counterparts of this waiver extension shall have
been executed by all parties hereto. This waiver extension is subject to the provisions of Section
11.1 of the Credit Agreement.



     No waiver granted under the terms of this letter shall constitute a waiver of any rights which
you have under the Credit Agreement or otherwise arising from any other Event of Default, and the
undersigned recognize that you hereby reserve any and all of your rights to take any action or
exercise any remedy available to you at any time, and from time to time arising from any other
Event of Default, including without limitation, any remedy referred to in Section 9.2 of the Credit
Agreement.



 









 





Bank of America

March 10, 2005

Page 2



     This waiver may be executed in any number of counterparts and by any combination of the
parties hereto in separate counterparts, each of which counterparts shall be an original and all of
which taken together shall constitute one and the same waiver.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	THE PACIFIC LUMBER COMPANY
	 
	 	 	 	 	 	 
	

	 	By
	 	/s/ Gary L. Clark	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Vice President Finance and Administration
and
Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BRITT LUMBER CO., INC.
	 
	 	 	 	 	 	 
	

	 	By
	 	/s/ Gary L. Clark	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Vice President Finance and Administration
and
Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Agreed as of the date first above written:
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Agent and Lender
	 
	 	 	 	 	 	 
	

	 	By
	 	/s/ Robert M. Dalton	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Robert M. Dalton

Vice President

Bank of America Business Capital