0001193125-06-000273 Sample Contracts

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.”

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