0001193125-05-215653 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED FACILITY LEASE
Facility Lease • November 3rd, 2005 • Pope & Talbot Inc /De/ • Pulp mills • New York

This FIRST AMENDMENT (this “Amendment”), dated as of October 31, 2005 (the “First Amendment Date”) by and between POPE & TALBOT, INC., a Delaware corporation (the “Lessee”), and WILMINGTON TRUST COMPANY not in its individual capacity but solely as Owner Trustee, Lessor (“Lessor” or “Owner Trustee”) amends that certain Amended and Restated Facility Lease dated as of December 27, 2001 by and between Lessee and Owner Trustee (the “Original Agreement”). Lessee and Owner Trustee are referred to individually in this Amendment as a “Party” and collectively as the “Parties”.

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Selco Service Corporation c/o Key Equipment Finance
Pope & Talbot Inc /De/ • November 3rd, 2005 • Pulp mills

Re: That certain (i) CLO2 Participation Agreement and (ii) Facility Lease, both as defined in Annex I to that certain Amended and Restated Participation Agreement dated as of December 27, 2001 among Pope &Talbot, Inc., the Owner Participant and the Owner Trustee among others (the “Participation Agreement”)

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