Clo2 Participation Agreement and Facility Lease Sample Contracts

Selco Service Corporation c/o Key Equipment Finance
Clo2 Participation Agreement and Facility Lease • October 6th, 2005 • Pope & Talbot Inc /De/ • Pulp mills

constitute an amendment and restatement of the 9/30 Waiver Letter effective as of September 30, 2005 and the 9/30 Waiver Letter is null and void and the terms and provisions of this letter shall govern the subject matter hereof and of the 9/30 Waiver Letter. You, as the Chief Financial Officer of Pope & Talbot, Inc. (“P&T”) and on behalf of P&T, have requested the Owner Participant waive compliance with certain financial covenants contained in the CLO2 Participation Agreement and the Facility Lease, as modified by the afore noted amendatory letter, for the period ending September 30, 2005. Subject to the terms and provisions of this letter, Selco Service Corporation, as Owner Participant, hereby waives compliance with those financial covenants identified in Schedule “A”, hereto (the “Covenants”), for P&T’s fiscal quarter ending September 30, 2005. In connection with this waiver, P&T, by acceptance of this letter, hereby acknowledges, represents and warrants to Selco Service Corporation

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Selco Service Corporation c/o Key Equipment Finance
Clo2 Participation Agreement and Facility Lease • November 3rd, 2005 • Pope & Talbot Inc /De/ • 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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