INDENTURE DATED AS OF JULY 30, 2002Indenture • August 14th, 2002 • Pope & Talbot Inc /De/ • Paper mills • New York
Exhibit 4.3 AMENDED AND RESTATED PARTICIPATION AGREEMENT dated as of December 27, 2001Participation Agreement • March 13th, 2002 • Pope & Talbot Inc /De/ • Paper mills • New York
1 Exhibit 4.1 LOAN AGREEMENT This Agreement is dated December 15, 1997, is among Pope & Talbot, Inc., a Delaware corporation (the "Borrower"), Pope & Talbot, Wis., Inc. ("Wis"), Pope & Talbot International, Ltd., a British Columbia corporation...Loan Agreement • March 23rd, 1998 • Pope & Talbot Inc /De/ • Paper mills • Oregon
August 31, 1999Separation Agreement • March 22nd, 2000 • Pope & Talbot Inc /De/ • Paper mills
EXHIBIT 10.1.6 February 10, 1998 [Name] c/o Pope & Talbot, Inc. P.O. Box 8171 Portland, Oregon 97207 Dear Name: We are pleased to inform you that the Human Resources and Nominating Committee of Pope & Talbot, Inc. (the "Company") has recently...Severance Agreement • May 14th, 1998 • Pope & Talbot Inc /De/ • Paper mills • Oregon
1 EXHIBIT 99.7 POPE & TALBOT, INC. STOCK OPTION AGREEMENT RECITALS A. The Corporation has implemented the Special Non-Employee Director Stock Retainer Fee Plan (the "Plan") pursuant to which eligible non-employee members of the Corporation's Board of...Stock Option Agreement • February 22nd, 1999 • Pope & Talbot Inc /De/ • Paper mills • Oregon
Exhibit 10.1.9 RESTRICTED STOCK AWARD AGREEMENT This Agreement is entered into on April 26, 2001 effective as of September 9, 1999 between Pope & Talbot, Inc., a Delaware corporation (the "Company"), and Michael Flannery ("Recipient"). On September 9,...Restricted Stock Award Agreement • March 13th, 2002 • Pope & Talbot Inc /De/ • Paper mills • Oregon
1 Exhibit 4.12 MODIFICATION AGREEMENT This modification agreement is dated as of June 9, 1997, and is among POPE & TALBOT, INC., a Delaware corporation (the "Borrower"), UNITED STATES NATIONAL BANK OF OREGON now doing business as U.S. BANK ("U.S....Modification Agreement • August 8th, 1997 • Pope & Talbot Inc /De/ • Paper mills
1 EXHIBIT 2.1 AGREEMENT OF PURCHASE AND SALE Dated as of January 22, 1998Agreement of Purchase and Sale • March 23rd, 1998 • Pope & Talbot Inc /De/ • Paper mills • New York
RIGHTS AGREEMENT dated as of April 3, 1998 by and between POPE & TALBOT, INC. and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights AgentRights Agreement • April 7th, 1998 • Pope & Talbot Inc /De/ • Paper mills • Delaware
November 30, 1998 Mr. Ralph Leverton [Address] Dear Ralph: This letter is to confirm our agreement in connection with the settlement of your rights arising from your employment agreement (the "Agreement") made as of December 1, 1994 with Harmac...Settlement Agreement • March 24th, 1999 • Pope & Talbot Inc /De/ • Paper mills
DECEMBER 21, 1999Split-Dollar Life Insurance Agreement • March 22nd, 2000 • Pope & Talbot Inc /De/ • Paper mills • Oregon
Draft dated as of September 30, 1999 ========================================== ====================================== PARTICIPATION AGREEMENT Dated as of September 15, 1999Participation Agreement • November 3rd, 1999 • Pope & Talbot Inc /De/ • Paper mills • New York
FIRST AMENDING AGREEMENT TO CREDIT AGREEMENTCredit Agreement • August 14th, 2002 • Pope & Talbot Inc /De/ • Paper mills • British Columbia
Exhibit 4.4 Amended and Restated Facility Lease Dated December 27, 2001Facility Lease • March 13th, 2002 • Pope & Talbot Inc /De/ • Paper mills • New York
AS ISSUER ANDRegistration Rights Agreement • August 14th, 2002 • Pope & Talbot Inc /De/ • Paper mills • New York
and MONTREAL TRUST COMPANY OF CANADA, AS TRUSTEETrust Indenture • March 24th, 1999 • Pope & Talbot Inc /De/ • Paper mills • British Columbia
FIFTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTDebtor-in-Possession Credit and Security Agreement • April 15th, 2008 • Pope & Talbot Inc /De/ • Pulp mills
FIFTEENTH WAIVER, dated as of April 11, 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, as amended by the Second Amendment dated as of February 14, 2008, as amended by the Third Amendment dated as of February 26, 2008 and as further amended by the Fourth Amendment dated as of April 3, 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 financi
FIFTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTDebtor-in-Possession Credit and Security Agreement • January 28th, 2008 • Pope & Talbot Inc /De/ • Pulp mills
FIFTH WAIVER, dated as of January 22, 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,
TWELFTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTDebtor-in-Possession Credit and Security Agreement • March 27th, 2008 • Pope & Talbot Inc /De/ • Pulp mills
TWELFTH WAIVER, dated as of March 24, 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 un
THIRD AMENDED AND RESTATED CREDIT AGREEMENT between POPE & TALBOT LTD. and P&T FACTORING LIMITED PARTNERSHIP as Borrowers MACKENZIE PULP LAND LTD. and P&T FINANCE TWO LIMITED PARTNERSHIP as Guarantors THE TORONTO-DOMINION BANK BANK OF MONTREAL THE...Credit Agreement • March 16th, 2005 • Pope & Talbot Inc /De/ • Pulp mills • British Columbia
POPE & TALBOT LTD., a corporation continued under the laws of Canada, as Acquisition Borrower and an Operating Borrower (each as herein defined)
SECOND AMENDED FORBEARANCE AGREEMENTForbearance Agreement • October 18th, 2007 • Pope & Talbot Inc /De/ • Pulp mills • New York
This SECOND AMENDED FORBEARANCE AGREEMENT (this “Agreement”), is dated as of October 16, 2007, and is entered into by and among Pope & Talbot, Inc., a Delaware corporation (the “Parent”) and Pope & Talbot Ltd., a Canadian corporation (the “Borrower”), 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”), Ableco Finance LLC, as term loan B agent (in such capacity, together with its permitted successors and assigns, the “Term Loan B Agent,” and collectively with the Administrative Agent and the Collateral Agent, each, an “Agent,” and collectively, the “Agents”), and the several lenders and other financial institutions or entities from time to time parties to the Credit Agreement (each, a “Lender,” and
1 Exhibit 10.6 PROVINCE OF BRITISH COLUMBIA TREE FARM LICENCE NO. 8 THIS LICENCE, dated March 1, 1995 BETWEEN: THE MINISTER OF FORESTS, on behalf of HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, (the "Minister") AND: POPE AND...Tree Farm Licence • November 13th, 1996 • Pope & Talbot Inc /De/ • Paper mills
ASSET PURCHASE AGREEMENT Between POPE & TALBOT, INC. POPE & TALBOT LTD. And PT PINDO DELI PULP and PAPER MILLS Dated as of February 5, 2008Asset Purchase Agreement • February 19th, 2008 • Pope & Talbot Inc /De/ • Pulp mills • New York
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 5, 2008, between Pope & Talbot, Inc. a corporation organized under the laws of the state of Delaware, to the extent that it is a counter-party to any of the Assigned Contracts, and Pope & Talbot Ltd. a corporation organized under the federal laws of Canada (collectively, the “Seller”), and PT Pindo Deli Pulp and Paper Mills, an Indonesian corporation (the “Purchaser”).
FIRST AMENDMENT AND WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTDebtor-in-Possession Credit and Security Agreement • December 28th, 2007 • Pope & Talbot Inc /De/ • Pulp mills • New York
FIRST AMENDMENT AND WAIVER, dated as of December 20, 2007 (this “Amendment”), to the Debtor-in-Possession Credit and Security Agreement, dated as of November 19, 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 A
SIXTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTDebtor-in-Possession Credit and Security Agreement • May 1st, 2008 • Pope & Talbot Inc /De/ • Pulp mills
SIXTEENTH WAIVER, dated as of April 23, 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, as amended by the Second Amendment dated as of February 14, 2008, as amended by the Third Amendment dated as of February 26, 2008 and as further amended by the Fourth Amendment dated as of April 3, 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 financi
ASSET PURCHASE AGREEMENT among POPE & TALBOT, INC., POPE & TALBOT LTD., POPE & TALBOT LUMBER SALES, INC., P&T FACTORING LIMITED PARTNERSHIP and FOX LUMBER SALES INC. Dated as of February 5, 2008Asset Purchase Agreement • February 19th, 2008 • Pope & Talbot Inc /De/ • Pulp mills • New York
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of this fifth day of February, 2008, among Pope & Talbot, Inc. (“PTI”), a corporation organized under the laws of the State of Delaware, Pope & Talbot Ltd. (“PTL”), a corporation organized under the federal laws of Canada, and Pope & Talbot Lumber Sales, Inc. (“PTLS”), a corporation organized under the laws of the State of Delaware, P&T Factoring Limited Partnership, a partnership under the laws of British Columbia (“PTFLP”) (collectively, the “Sellers”), and Fox Lumber Sales, Inc., (“FLS”) a Montana corporation (the “Purchaser”).
2 TABLE OF CONTENTSPulp Sales Supply Contract • March 31st, 1998 • Pope & Talbot Inc /De/ • Paper mills • Washington
THIRD AMENDMENT TO THE CREDIT AGREEMENTCredit Agreement • August 9th, 2007 • Pope & Talbot Inc /De/ • Pulp mills • New York
THIRD AMENDMENT, dated as of May 16, 2007 (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
SECOND AMENDMENT TO AMENDED AND RESTATED FACILITY LEASE (Halsey Lease)Facility Lease • January 3rd, 2006 • Pope & Talbot Inc /De/ • Pulp mills • New York
This SECOND AMENDMENT (this “Amendment”), dated as of December 28, 2005 by and among POPE & TALBOT, INC., a Delaware corporation (the “Lessee” or “Pope & Talbot”), WILMINGTON TRUST COMPANY not in its individual capacity but solely as Owner Trustee (“Lessor” or “Owner Trustee”), and Wells Fargo Bank Northwest, National Association (the “Indenture Trustee”) amends that certain Amended and Restated Facility Lease dated as of December 27, 2001 by and between Lessee and Owner Trustee (as amended prior to the date hereof, including by that certain letter agreement dated December 13, 2002 and that certain First Amendment to Facility Lease dated October 31, 2005, the “Original Agreement”). Lessee, Owner Trustee and Indenture Trustee are referred to individually in this Amendment as a “Party” and collectively as the “Parties.”
May 3, 2007Separation Agreement • May 8th, 2007 • Pope & Talbot Inc /De/ • Pulp mills • Oregon
AMENDING AGREEMENTPurchase Agreement • June 28th, 2001 • Pope & Talbot Inc /De/ • Paper mills
We refer to the agreement made the 29th day of March, 2001, among Norske Skog Canada Limited, Norske Skog Canada Pulp Operations Limited, Pope & Talbot Ltd., Pope & Talbot Inc. and Norske Skog Canada Mackenzie Pulp Limited (the "Purchase Agreement"). Terms used herein which are defined in the Purchase Agreement have corresponding meanings.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 29th, 2004 • Pope & Talbot Inc /De/ • Pulp mills • Oregon
On the date of this Agreement, the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) approved the award of a restricted stock bonus to Recipient pursuant to Section VII(a) of the Company’s Employee Stock Option Plan (the “Plan”) and Recipient desires to accept the award subject to the terms and conditions of this Agreement.
FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTDebtor-in-Possession Credit and Security Agreement • April 8th, 2008 • Pope & Talbot Inc /De/ • Pulp mills • New York
FOURTH AMENDMENT, dated as of April 3, 2008 (this “Amendment”), to the Debtor-in-Possession Credit and Security Agreement, dated as of November 19, 2007, as amended by the First Amendment and Waiver to 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,
AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 6th, 2008 • Pope & Talbot Inc /De/ • Pulp mills • New York
WHEREAS, the Sellers and the Purchaser entered into an Asset Purchase Agreement dated as of November 19, 2007 (the “Asset Purchase Agreement”);
