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...Pope & Talbot Inc /De/ • November 13th, 1996 • Paper mills
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 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...Option Agreement • February 22nd, 1999 • Pope & Talbot Inc /De/ • Paper mills • Oregon
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
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...Pope & Talbot Inc /De/ • May 14th, 1998 • Paper mills • Oregon
INDENTURE DATED AS OF JULY 30, 2002Pope & Talbot Inc /De/ • August 14th, 2002 • Paper mills • New York
Exhibit 4.4 Amended and Restated Facility Lease Dated December 27, 2001Pope & Talbot Inc /De/ • March 13th, 2002 • Paper mills • New York
August 31, 1999Separation Agreement • March 22nd, 2000 • Pope & Talbot Inc /De/ • Paper mills
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 4.1 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...Security Agreement • March 23rd, 1998 • 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
A18969 THIS LICENCE, dated December 1, 1993 BETWEEN: THE REGIONAL MANAGER, on behalf of HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA 518 Lake Street Nelson, British Columbia V1L 4C6 (the "Licensor") AND: Pope & Talbot Ltd. Box 39...Pope & Talbot Inc /De/ • November 13th, 1996 • Paper mills
2 TABLE OF CONTENTSMarketing Agreement • March 31st, 1998 • Pope & Talbot Inc /De/ • Paper mills • Washington
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 AGREEMENTFirst Amending Agreement • August 14th, 2002 • Pope & Talbot Inc /De/ • Paper mills • British Columbia
AS ISSUER ANDRegistration Rights Agreement • August 14th, 2002 • Pope & Talbot Inc /De/ • Paper mills • New York
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)
FIFTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTPossession 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 AGREEMENTPossession 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
SIXTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTCredit and Security • 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”).
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...Pope & Talbot Inc /De/ • March 24th, 1999 • Paper mills
THIRD AMENDMENT TO THE CREDIT AGREEMENTThe Credit 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.”
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”).
May 3, 2007Separation Agreement • May 8th, 2007 • Pope & Talbot Inc /De/ • Pulp mills • Oregon
AMENDING AGREEMENTPope & Talbot Inc /De/ • June 28th, 2001 • 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 AGREEMENTCredit 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 AGREEMENTAmending 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”);
SEVENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTSeventh Waiver • February 11th, 2008 • Pope & Talbot Inc /De/ • Pulp mills
SEVENTH WAIVER, dated as of February 1, 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
Selco Service Corporation c/o Key Equipment FinancePope & Talbot Inc /De/ • October 6th, 2005 • 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
THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 4th, 2008 • Pope & Talbot Inc /De/ • Pulp mills • New York
THIRD AMENDMENT, dated as of February 26, 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-Posssession Credit and Security Agreement, dated as of December 20, 2007, as further amended by the Second Amendment to Debtor-In-Posssession Credit and Security Agreement, dated as of February 14, 2008 (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 “Lend
AMENDMENT OF AMENDING AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDING AGREEMENT is dated as of the 16th day of December, 2005Amending Agreement • March 31st, 2006 • Pope & Talbot Inc /De/ • Pulp mills • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that, for good and valuable consideration (the receipt and sufficiency of which are acknowledged by all parties), the parties covenant and agree as follows:
