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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 31, 2005
VIA FACSIMILE
TRANSMISSION
Pope & Talbot, Inc.
1500 S.W. First Avenue
Portland, Oregon 97201
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Vice
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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 October 4,
2005 from the undersigned to you concerning the subject matter
hereof (the “10/4 Waiver Letter”). As used herein,
“Covenants” shall have the meaning given such term in
the 10/4 Waiver Letter. Pursuant to the terms of the 10/4 Waiver
Letter, Pope & Talbot, Inc. (“P&T”)
acknowledged, represented and warranted to the Owner Participant
that P&T shall comply with the Covenants as of October 31,
2005, such determination to be based on unaudited interim financial
statements signed by the chief financial officer of P&T for the
month and period ending October 31, 2005 to be delivered by
P&T to the Owner Trustee and the Owner Participant as soon as
available but in any event not later than November 30, 2005.
You as the Chief Financial Officer of P&T and on behalf of
P&T have advised the Owner Participant that P&T will be
unable to comply with the Covenants for the month and period ending
October 31, 2005 and have requested the Owner Participant
waive compliance with the Covenants for the period ending
October 31, 2005. Subject to the terms and
provisions
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