Exhibit 4.1
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Selco Service
Corporation
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c/o Key Equipment
Finance
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66 South Pearl
Street
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Albany, NY
12207
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October 4, 2005
VIA FACSIMILE
TRANSMISSION
Pope & Talbot, Inc.
1500 S.W. First Avenue
Portland, Oregon 97201
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Attn:
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Richard
Atkinson
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Vice President
& Chief Financial Officer
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Re:
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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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Dear Mr. Atkinson:
Reference is hereby made to the CLO2
Participation Agreement and the Facility Lease, as modified by that
certain amendatory letter agreement dated December 13, 2002.
All capitalized terms used herein and not defined herein shall have
the meaning ascribed to such terms in the Participation Agreement.
Reference is also made to that certain letter dated
September 30, 2005 from the undersigned to you concerning the
subject matter hereof (the “9/30 Waiver Letter”). Prior
to 5:00 pm on Friday September 30, 3005 the Owner Participant
was provided with a copy of a proposed waiver letter from the
Noteholder Parties, as hereinafter defined (the “Draft
Noteholder Waiver Letter”). In accordance with the second
paragraph of the 9/30 Waiver Letter (that paragraph immediately
following the sub provision designated “C.”), the 9/30
Waiver Letter was conditioned in part upon “the CLO2 Note
Purchasers, the Note Purchasers, the CLO2 Indenture Trustee and the
Indenture Trustee…[(collectively the “Noteholder
Parties”) issuing] the [Draft] Noteholder Waiver
Letter”. It has come to the attention of the Owner
Participant that the form of waiver letter issued by the Noteholder
Parties (the “Noteholder Parties Waiver”) differs from
the form of the Draft Noteholder Waiver Letter. Therefore the
condition to the effectiveness of the Owner Participant’s
waiver has not been satisfied. The Owner Participant is only
willing to issue and authorize and instruct the Owner Trustee to
issue a waiver of the Covenants, as defined in the 9/30 Waiver
Letter, if the parameters of its waiver of these Covenants conform
to the terms and limitations contained in the Noteholder Parties
Waiver. Therefore, this letter shall
Pope & Talbot, Inc.
October 4, 2005
Page 2
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
