POP / Pope & Talbot Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Pope & Talbot Inc
US
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 311871
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pope & Talbot Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
May 6, 2008 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

May 6, 2008 EX-2.3

SECOND AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT

EX-2.3 3 dex23.htm SECOND AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT Exhibit 2.3 EXECUTION COPY SECOND AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT THIS AGREEMENT is made as of the 29th day of April, 2008 (this “Agreement”) AMONG: POPE & TALBOT, INC., a corporation organized under the laws of the State of Delaware, POPE & TALBOT LTD., a corporation organized under the federal laws of Canada,

May 6, 2008 EX-2.2

AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT

EX-2.2 2 dex22.htm AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT Exhibit 2.2 Execution Copy AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT THIS AGREEMENT is made as of the 24th day of April, 2008 (this “Agreement”) AMONG: POPE & TALBOT, INC., a corporation organized under the laws of the State of Delaware, POPE & TALBOT LTD., a corporation organized under the federal laws of Canada, POPE & TALBOT

May 1, 2008 EX-4.3

FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

EX-4.3 4 dex43.htm FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.3 Execution Copy FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT FIFTH AMENDMENT, dated as of April 25, 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-Po

May 1, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

May 1, 2008 EX-4.2

SEVENTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

EX-4.2 3 dex42.htm SEVENTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.2 EXECUTION VERSION SEVENTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT SEVENTEENTH WAIVER, dated as of April 25, 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

May 1, 2008 EX-4.1

SIXTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY

EX-4.1 2 dex41.htm SIXTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 SIXTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT 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,

April 15, 2008 EX-4.1

FIFTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY

EX-4.1 2 dex41.htm FIFTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 EXECUTION VERSION FIFTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT FIFTEENTH WAIVER, dated as of April 11, 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

April 15, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

April 8, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

April 8, 2008 EX-4.2

FOURTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY

EX-4.2 3 dex42.htm FOURTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.2 EXECUTION VERSION FOURTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT FOURTEENTH WAIVER, dated as of April 4, 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 o

April 8, 2008 EX-4.3

FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

EX-4.3 4 dex43.htm FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.3 EXECUTION COPY FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT 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-

April 8, 2008 EX-4.1

THIRTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY

EX-4.1 2 dex41.htm THIRTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 EXECUTION VERSION THIRTEENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT THIRTEENTH WAIVER, dated as of March 28, 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

March 27, 2008 EX-4.1

TWELFTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

EX-4.1 2 dex41.htm TWELFTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 EXECUTION VERSION TWELFTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT 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 Decemb

March 27, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

March 19, 2008 EX-99.1

POPE & TALBOT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (f/k/a NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES)

Exhibit 99.1 POPE & TALBOT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (f/k/a NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES) The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pope & Talbot, Inc. (including its subsidiaries, the “Company”) has recommended, and the Board has approved, this Non-Employee Director Compensation Policy

March 19, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2008 POPE & TALBOT, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

March 19, 2008 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

March 17, 2008 EX-99.1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In Re: Chapter 11 Pope & Talbot, Inc., et al. Case Number: 07-11738 (CSS) Debtors Jointly Administered Hon. Christopher S. Sontchi U.S. Trustee Quarterly Fees

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In Re: Chapter 11 Pope & Talbot, Inc., et al. Case Number: 07-11738 (CSS) Debtors Jointly Administered Hon. Christopher S. Sontchi U.S. Trustee Quarterly Fees The following table provides disbursements information for Q4 2007 and the related U.S. Trustee Fee for each Debtor. Consolidated disbursements information is provided on the a

March 17, 2008 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorpor

March 11, 2008 EX-4.1

ELEVENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY

EX-4.1 2 dex41.htm ELEVENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 Execution Version ELEVENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT ELEVENTH WAIVER, dated as of March 7, 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 Dece

March 11, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Num

March 4, 2008 EX-4.1

THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

EX-4.1 2 dex41.htm THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 Execution Version THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT 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

March 4, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2008 POPE & TALBOT,

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commis

February 28, 2008 EX-4.1

TENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

Exhibit 4.1 EXECUTION COPY TENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT TENTH WAIVER, dated as of February 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 dated as of December 20, 2007 and as amended by the Second Amendment dated as of February 14, 2008, to the Deb

February 28, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

February 26, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

February 26, 2008 EX-4.1

SECOND AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

EX-4.1 2 dex41.htm SECOND AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 Execution Copy SECOND AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT SECOND AMENDMENT, dated as of February 14, 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

February 19, 2008 EX-2.2

ASSET PURCHASE AGREEMENT POPE & TALBOT, INC. POPE & TALBOT LTD. PT PINDO DELI PULP and PAPER MILLS Dated as of February 5, 2008 TABLE OF CONTENTS Page RECITALS ARTICLE I DEFINITIONS SECTION 1.01 Definitions 1 SECTION 1.02 Interpretation and Rules of

EX-2.2 3 dex22.htm ASSET PURCHASE AGREEMENT Exhibit 2.2 ASSET PURCHASE AGREEMENT Between POPE & TALBOT, INC. POPE & TALBOT LTD. And PT PINDO DELI PULP and PAPER MILLS Dated as of February 5, 2008 TABLE OF CONTENTS Page RECITALS ARTICLE I DEFINITIONS SECTION 1.01 Definitions 1 SECTION 1.02 Interpretation and Rules of Construction 10 ARTICLE II PURCHASE AND SALE SECTION 2.01 Purchase and Sale of Ass

February 19, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2008 POPE & TALBOT, I

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commiss

February 19, 2008 EX-99.1

POPE & TALBOT, INC.

Exhibit 99.1 POPE & TALBOT, INC. NEWS RELEASE Contact: Mark Rossolo 503-274-4054 For Immediate Release February 11, 2008 Pope & Talbot Announces Agreements to Sell Fort St. James and Midway Sawmills Agreements subject to approval by US Bankruptcy Court and Canadian Court. PORTLAND, Ore.— Pope & Talbot, Inc. (Pink Sheets: PTBT) today announced that it has agreed to sell its Fort St. James and Midwa

February 19, 2008 EX-2.1

ASSET PURCHASE AGREEMENT POPE & TALBOT, INC., POPE & TALBOT LTD., POPE & TALBOT LUMBER SALES, INC., P&T FACTORING LIMITED PARTNERSHIP FOX LUMBER SALES INC. Dated as of February 5, 2008 TABLE OF CONTENTS ARTICLE I Page SECTION 1.01 Definitions 2 SECTI

EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT Exhibit 2.1 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, 2008 TABLE OF CONTENTS RECITALS ARTICLE I DEFINITIONS Page SECTION 1.01 Definitions 2 SECTION 1.02 Interpretation and Rules of Construction 10 ARTICLE II

February 12, 2008 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) Pope & Talbot, Inc. (Name of I

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) Pope & Talbot, Inc.

February 12, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2008 POPE & TALBOT, I

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commiss

February 12, 2008 EX-4.1

EIGHTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY

Exhibit 4.1 EXECUTION COPY EIGHTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT EIGHTH WAIVER, dated as of February 8, 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 amende

February 11, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

February 11, 2008 EX-4.1

SEVENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY

EX-4.1 2 dex41.htm SEVENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 EXECUTION COPY SEVENTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT 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-Po

February 6, 2008 SC 13G

SCHEDULE 13G SIGNATURE

OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2008 Estimated average burden hours per response.

February 6, 2008 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

January 29, 2008 EX-4.1

SIXTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY

EX-4.1 2 dex41.htm SIXTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 EXECUTION COPY SIXTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT SIXTH WAIVER, dated as of January 25, 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-Possessi

January 29, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2008 POPE & TALBOT, I

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commiss

January 28, 2008 EX-4.1

FIFTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

EX-4.1 2 dex41.htm FIFTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 EXECUTION COPY FIFTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT 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-Possessi

January 28, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2008 POPE & TALBOT, I

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commiss

January 17, 2008 EX-4.1

FOURTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

EX-4.1 2 dex41.htm FOURTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT Exhibit 4.1 EXECUTION COPY FOURTH WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT FOURTH WAIVER, dated as of January 11, 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-Posse

January 17, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2008 POPE & TALBOT, I

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commiss

January 14, 2008 EX-99.1

POPE & TALBOT, INC.

Press release dated January 10, 2008 Exhibit 99.1 POPE & TALBOT, INC. NEWS RELEASE Contact: Mark Rossolo 503-274-4054 For Immediate Release January 10, 2008 Pope & Talbot Announces Agreement to Sell Three Pulp Mills to Sinar Mas Group Agreement subject to approval by US Bankruptcy Court and Canadian Court allows for competing bids to be considered before sale is finalized. PORTLAND, Ore.—Pope & Ta

January 14, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File N

January 14, 2008 EX-2.1

ASSET PURCHASE AGREEMENT POPE & TALBOT, INC., POPE & TALBOT LTD., POPE & TALBOT PULP SALES U.S., INC., MACKENZIE PULP LAND LTD., P&T POWER COMPANY, PT PINDO DELI PULP AND PAPER MILLS Dated as of January 8, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINI

EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT Exhibit 2.1 ASSET PURCHASE AGREEMENT among POPE & TALBOT, INC., POPE & TALBOT LTD., POPE & TALBOT PULP SALES U.S., INC., MACKENZIE PULP LAND LTD., P&T POWER COMPANY, and PT PINDO DELI PULP AND PAPER MILLS Dated as of January 8, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Interpretation and Rules of Construc

January 11, 2008 EX-4.1

SECOND WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

Second Waiver to Debtor-in-Possession Credit and Security Agreement Exhibit 4.1 EXECUTION COPY SECOND WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT SECOND WAIVER, dated as of January 4, 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 Sec

January 11, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2008 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File N

January 11, 2008 EX-4.2

THIRD WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

Third Waiver to Debtor-in-Possession Credit and Security Agreement Exhibit 4.2 EXECUTION COPY THIRD WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT THIRD WAIVER, dated as of January 7, 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 Securi

December 28, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2007 POPE & TALBOT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-7852 94-0777139 (State or other jurisdiction of incorporation) Commission File

December 28, 2007 EX-4.1

FIRST AMENDMENT AND WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT

EXECUTION VERSION FIRST AMENDMENT AND WAIVER TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT FIRST AMENDMENT AND WAIVER, dated as of December 20, 2007 (this “Amendment”), to the Debtor-in-Possession Credit and Security Agreement, dated as of November 19, 2007 (as heretofore amended or otherwise modified, the “Credit Agreement”), by and among POPE & TALBOT, INC.

November 26, 2007 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

November 26, 2007 EX-4.1

DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT POPE & TALBOT, INC., as a Debtor and Debtor-in-Possession under Chapter 11 of the United States Bankruptcy Code, and as a debtor company under the Companies? Creditors Arrangement Act (Canada), POPE

Debtor-in-Possession Credit and Security Agreement Exhibit 4.1 EXECUTION COPY DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT among POPE & TALBOT, INC., as a Debtor and Debtor-in-Possession under Chapter 11 of the United States Bankruptcy Code, and as a debtor company under the Companies’ Creditors Arrangement Act (Canada), POPE & TALBOT LTD., as a Debtor and Debtor in Possession under Chapter

November 26, 2007 EX-2.1

ASSET PURCHASE AGREEMENT POPE & TALBOT, INC., POPE & TALBOT LTD., POPE & TALBOT LUMBER SALES, INC., POPE & TALBOT SPEARFISH LIMITED PARTNERSHIP INTERNATIONAL FOREST PRODUCTS LIMITED Dated as of November 19, 2007 TABLE OF CONTENTS Page RECITALS ARTICL

Asset Purchase Agreement Exhibit 2.1 Execution Copy ASSET PURCHASE AGREEMENT among POPE & TALBOT, INC., POPE & TALBOT LTD., POPE & TALBOT LUMBER SALES, INC., POPE & TALBOT SPEARFISH LIMITED PARTNERSHIP and INTERNATIONAL FOREST PRODUCTS LIMITED Dated as of November 19, 2007 TABLE OF CONTENTS Page RECITALS ARTICLE I DEFINITIONS SECTION 1.01 Definitions 1 SECTION 1.02 Interpretation and Rules of Cons

November 9, 2007 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Approval OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 1-7852 CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2007

October 29, 2007 8-K

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

October 18, 2007 EX-4.1

SECOND AMENDED FORBEARANCE AGREEMENT

Second Amended Forbearance Agreement Exhibit 4.1 EXECUTION COPY SECOND AMENDED FORBEARANCE AGREEMENT This SECOND AMENDED FORBEARANCE AGREEMENT (this “Agreement”), is dated as of October 16, 2007, and is entered into by and among Pope & Talbot, Inc., a Delaware corporation (the “Parent”) and Pope & Talbot Ltd., a Canadian corporation (the “Borrower”), Wells Fargo Financial Corporation Canada, a Nov

October 18, 2007 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

October 9, 2007 EX-10.1

POPE & TALBOT, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN

Executive Incentive Compensation Plan Exhibit 10.1 POPE & TALBOT, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN Section 1. Purposes The purposes of the Pope & Talbot, Inc. Executive Incentive Compensation Plan (the “Plan”) are (i) to provide greater motivation for select management employees of Pope & Talbot, Inc. (the “Company”) and (ii) to direct the energies of employees toward the achievement of

October 9, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File N

September 19, 2007 EX-4.1

AMENDED FORBEARANCE AGREEMENT

Exhibit 4.1 EXECUTION VERSION AMENDED FORBEARANCE AGREEMENT This AMENDED FORBEARANCE AGREEMENT (this ?Agreement?), is dated as of September 14, 2007, and is entered into by and among Pope & Talbot, Inc., a Delaware corporation (the ?Parent?) and Pope & Talbot Ltd., a Canadian corporation (the ?Borrower?), Wells Fargo Financial Corporation Canada, a Nova Scotia unlimited liability company, as admin

September 19, 2007 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission Fil

September 12, 2007 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES New York Stock Exchange LLC (the 'Exchange' or the 'NYSE') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of Common Stock (the 'Common Stock') of Pope & Talbot, Inc.

August 21, 2007 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporat

August 9, 2007 EX-4.1

THIRD AMENDMENT TO THE CREDIT AGREEMENT

Third Amendment dated May 16, 2007 to Credit Agreement Exhibit 4.1 THIRD AMENDMENT TO THE CREDIT AGREEMENT 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 corpo

August 9, 2007 EX-99.1

POPE & TALBOT, INC.

EX-99.1 2 dex991.htm PRESS RELEASE Exhibit 99.1 POPE & TALBOT, INC. NEWS RELEASE Contact: Mark Rossolo 503-274-4054 For Release August 9, 2007 – 4:15 p.m. ET POPE & TALBOT ANNOUNCES RESULTS FOR SECOND QUARTER OF 2007 Financial Highlights for Second Quarter of 2007: • Second quarter 2007 net loss widens to $2.62 per share from $1.15 in first quarter of 2007 • Credit agreement in default due to inab

August 9, 2007 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

August 9, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7852 POPE & TAL

August 6, 2007 EX-4.1

FORBEARANCE AGREEMENT

Forbearance Agreement Exhibit 4.1 EXECUTION VERSION FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”), is dated as of July 31, 2007, and is entered into by and among Pope & Talbot, Inc., a Delaware corporation (the “Parent”) and Pope & Talbot Ltd., a Canadian corporation (the “Borrower”), Wells Fargo Financial Corporation Canada, a Nova Scotia unlimited liability company, as admi

August 6, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2007 POPE & TALBOT, INC

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commissio

May 10, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 8, 2007 EX-10.1

RELEASE OF CLAIMS

Separation Agreement Exhibit 10.1 May 3, 2007 Ms. Maria M. Pope Pope & Talbot, Inc. 1500 SW First Avenue, Suite 200 Portland, OR 97201 Re: Separation Agreement Dear Maria: This Separation Agreement which includes a release of claims (the “Agreement”), when signed by you, will constitute our agreement regarding your separation from employment with Pope & Talbot, Inc. (“Pope & Talbot, Inc.” or the “

May 8, 2007 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (

May 2, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

April 17, 2007 DEFA14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

April 17, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2007 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

April 17, 2007 EX-10.1

Date of Award

EX-10.1 2 dex101.htm RETIREMENT AND SEVERANCE AGREEMENT Exhibit 10.1 To: Michael Flannery Date: April 13, 2007 From: Board of Directors Subject: Retirement and Severance Agreement Birth Date: 1/23/44 Age: 63 years, 5 months Hire Date: 4/15/86 Years of Service 21 years, 3 months Termination Date: 6/30/07 Annual Salary: $573,588.00 In connection with your retirement, the following terms will apply:

April 17, 2007 EX-10.2

POPE & TALBOT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES

EX-10.2 3 dex102.htm NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES Exhibit 10.2 POPE & TALBOT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pope & Talbot, Inc. (including its subsidiaries, the “Company”) has recommended, and the Board has approved, thi

April 3, 2007 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Defi

April 2, 2007 EX-21.1

Subsidiaries of Pope & Talbot, Inc. (the Registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot Ltd. Canada Business Corporations Act 2) Mackenzie Pulp Land Ltd. British Columbia 3) P&T LFP Investment Ltd. Partn

List of Subsidiaries Exhibit 21.1 Subsidiaries of Pope & Talbot, Inc. (the Registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot Ltd. Canada Business Corporations Act 2) Mackenzie Pulp Land Ltd. British Columbia 3) P&T LFP Investment Ltd. Partnership British Columbia 4) Pope & Talbot Spearfish Ltd. Partnership South Dakota 5) Penn Timber, Inc. Oregon 6) Pope

April 2, 2007 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 Commission File Number 1-7852 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 94-0777139 (State of incorporation) (IRS Employer Ident

March 16, 2007 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

(Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 9, 2007 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

February 6, 2007 SC 13G

SCHEDULE 13G SIGNATURE

OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response.

February 2, 2007 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

January 5, 2007 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2006 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

January 5, 2007 EX-4.1

SECOND AMENDMENT TO THE CREDIT AGREEMENT

Second Amendment dated December 31, 2006 to Credit Agreement Exhibit 4.1 SECOND AMENDMENT TO THE CREDIT AGREEMENT SECOND AMENDMENT, dated as of December 31, 2006 (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 C

December 12, 2006 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2006 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

December 12, 2006 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of and , signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1

December 12, 2006 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of and , signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1

December 5, 2006 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of and , signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1

November 13, 2006 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2006 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

November 13, 2006 EX-10.1

[date]

Exhibit 10.1 [date] [name] [address] [city, state zip code] Dear [name]: The purpose of this letter is to document the special supplemental retirement program (the ?SERP?) which the Company has established for you. Your SERP benefits are intended to augment the monthly pension benefit payable to you under the Pope & Talbot, Inc. Pension Plan (?Salaried Pension Plan?), the Company?s tax-qualified r

November 1, 2006 EX-4.1

FIRST AMENDMENT AND CONSENT TO THE CREDIT AGREEMENT

First Amendment to Credit Agreement Exhibit 4.1 FIRST AMENDMENT AND CONSENT TO THE CREDIT AGREEMENT FIRST AMENDMENT, dated as of September 26, 2006 (this “Amendment”), to the Credit Agreement, dated as of June 28, 2006 (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

November 1, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 5, 2006 EX-10.1

POPE & TALBOT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES

Exhibit 10.1 POPE & TALBOT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES The Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Pope & Talbot, Inc. (including its subsidiaries, the ?Company?) has recommended, and the Board has approved, this Non-Employee Director Compensation Policy and Stock Ownership Guidelines (this ?Policy?). Th

October 5, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2006 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission Fil

August 31, 2006 CORRESP

Form 10-K for Fiscal Year Ended December 31, 2005, filed March 31, 2006

August 31, 2006 Via EDGAR and Air Courier United States Securities and Exchange Commission Division of Corporation Finance Attn: Kathleen Collins 100 F Street, N.

August 4, 2006 EX-10.1

POPE & TALBOT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES

Non-employee Director Compensation Policy and Stock Ownership Guidelines Exhibit 10.

August 4, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7852 POPE & TALBOT, INC

June 30, 2006 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2006 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Num

June 30, 2006 EX-4.1

$325,000,000 CREDIT AGREEMENT POPE & TALBOT, INC., POPE & TALBOT LTD., as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC., as Sole Arranger and Sole Bookrunner LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, W

Credit Agreement EXHIBIT 4.1 EXECUTION VERSION $325,000,000 CREDIT AGREEMENT among POPE & TALBOT, INC., POPE & TALBOT LTD., as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC., as Sole Arranger and Sole Bookrunner LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, WELLS FARGO FINANCIAL CORPORATION CANADA, as Administrative Agent, ABLECO FINANCE LLC, as Collater

June 2, 2006 EX-10.1

ABLECO FINANCE LLC 299 Park Avenue New York, New York 10171 WELLS FARGO FINANCIAL CORPORATION CANADA 55 Standish Court, Suite 400 Mississauga, Ontario L5R 4J4 May 30, 2006

Financing Commitment letter Exhibit 10.1 ABLECO FINANCE LLC 299 Park Avenue New York, New York 10171 WELLS FARGO FINANCIAL CORPORATION CANADA 55 Standish Court, Suite 400 Mississauga, Ontario L5R 4J4 May 30, 2006 Pope & Talbot, Inc. Pope & Talbot Ltd. 1500 S.W. First Avenue, Suite 200 Portland, Oregon 97201 Attention: Mr. Rich Atkinson, Vice President & Chief Financial Officer Re: Financing Commit

June 2, 2006 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2006 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Numb

June 2, 2006 EX-10.2

POPE & TALBOT LTD. 1500 S.W. First Avenue, Suite 200 Portland, Oregon 97201 May 30, 2006

Financial Covenants letter Exhibit 10.2 POPE & TALBOT LTD. 1500 S.W. First Avenue, Suite 200 Portland, Oregon 97201 May 30, 2006 Wells Fargo Financial Corporation Canada 55 Standish Court, Suite 400 Mississauga, Ontario L5R 4J4 Ableco Finance LLC 299 Park Avenue Floors 21-23 New York, NY 10171 Re: FINANCIAL COVENANTS LETTER Ladies and Gentlemen: Reference hereby is made to (i) that certain Commitm

May 10, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 8, 2006 SC 13G

United States Security and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) April 30,

Schedule 13G United States Security and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) April 30, 2006 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedul

April 10, 2006 SC 13G

United States Security and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) March 31,

United States Security and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) March 31, 2006 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x

March 31, 2006 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 31, 2006 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

March 31, 2006 EX-4.15

AMENDMENT OF AMENDING AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDING AGREEMENT is dated as of the 16th day of December, 2005

Exhibit 4.15 AMENDMENT OF AMENDING AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDING AGREEMENT is dated as of the 16th day of December, 2005 AMONG: POPE & TALBOT LTD., a company continued under the laws of Canada (?Pope & Talbot Canada?) OF THE FIRST PART AND: P&T FACTORING LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of British Columbia (?F

March 31, 2006 EX-21.1

Subsidiaries of Pope & Talbot, Inc. (the Registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot Ltd. Canada Business Corporations Act 2) Mackenzie Pulp Land Ltd. British Columbia 3) P&T LFP Investment Ltd. Partn

Exhibit 21.1 Subsidiaries of Pope & Talbot, Inc. (the Registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot Ltd. Canada Business Corporations Act 2) Mackenzie Pulp Land Ltd. British Columbia 3) P&T LFP Investment Ltd. Partnership British Columbia 4) Pope & Talbot Spearfish Ltd. Partnership South Dakota 5) Penn Timber, Inc. Oregon 6) Pope & Talbot Relocation

March 31, 2006 EX-4.16

WAIVER AND AMENDMENT AGREEMENT

Waiver and Amendment Agreement dated March 29,2006 Exhibit 4.16 WAIVER AND AMENDMENT AGREEMENT THIS AGREEMENT dated as of March 29, 2006 is entered into by and among Pope & Talbot Ltd. (“Pope & Talbot Canada”) and P&T Factoring Limited Partnership, each in its capacity as a Borrower and as a Guarantor in respect of the obligations of the other Borrower, Mackenzie Pulp Land Ltd. and P&T Finance Two

March 17, 2006 NT 10-K

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Form 12b-25 (Check One): UNITED STATES OMB Approval x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

February 21, 2006 SC 13G

SCHEDULE 13G SIGNATURE

pop13g021406 OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response.

February 7, 2006 SC 13G

United States Security and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 3

Schedule 13G United States Security and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 31, 2005 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Sche

February 6, 2006 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)* POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

January 31, 2006 8-K

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2006 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

January 3, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2005 POPE & TALBOT,

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2005 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commis

January 3, 2006 EX-4.1

SECOND AMENDMENT AMENDED AND RESTATED FACILITY LEASE (Halsey Lease)

Second Amendment to Amended and Restated Facility Lease Exhibit 4.1 SECOND AMENDMENT TO AMENDED AND RESTATED FACILITY LEASE (Halsey Lease) 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

December 6, 2005 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2005 POPE & TALBOT, I

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2005 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commiss

November 3, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7852 POPE & TALBOT

November 3, 2005 EX-4.2

FIRST AMENDMENT AMENDED AND RESTATED FACILITY LEASE

First Amendment Exhibit 4.2 FIRST AMENDMENT TO AMENDED AND RESTATED FACILITY LEASE This FIRST AMENDMENT (this “Amendment”), dated as of October 31, 2005 (the “First Amendment Date”) by and between POPE & TALBOT, INC., a Delaware corporation (the “Lessee”), and WILMINGTON TRUST COMPANY not in its individual capacity but solely as Owner Trustee, Lessor (“Lessor” or “Owner Trustee”) amends that certa

November 3, 2005 EX-4.3

[Remainder of page intentionally blank; signatures page follows]

Waiver Letter Agreement Exhibit 4.3 October 31, 2005 Pope & Talbot, Inc. Attn: Richard K. Atkinson, Chief Financial Officer 1500 SW First Avenue, Suite 200 Portland, OR 97201 Re: Halsey Lease - Request for Waiver of Financial Covenant Compliance Dear Mr. Atkinson: You have asked Wells Fargo Bank Northwest, National Association, as Indenture Trustee1 and Mill Indenture Trustee (in such capacities,

November 3, 2005 EX-4.1

October 31, 2005

Waiver Letter Agreement Exhibit 4.1 Selco Service Corporation c/o Key Equipment Finance 66 South Pearl Street Albany, NY 12207 October 31, 2005 VIA FACSIMILE TRANSMISSION Pope & Talbot, Inc. 1500 S.W. First Avenue Portland, Oregon 97201 Attn: Richard Atkinson Vice President & Chief Financial Officer Re: That certain (i) CLO2 Participation Agreement and (ii) Facility Lease, both as defined in Annex

October 11, 2005 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2005 POPE & TALBOT, IN

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2005 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commissi

October 6, 2005 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2005 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission Fil

October 6, 2005 EX-4.1

October 4, 2005

Restated Waiver Letter Agreement Exhibit 4.1 Selco Service Corporation c/o Key Equipment Finance 66 South Pearl Street Albany, NY 12207 October 4, 2005 VIA FACSIMILE TRANSMISSION Pope & Talbot, Inc. 1500 S.W. First Avenue Portland, Oregon 97201 Attn: Richard Atkinson Vice President & Chief Financial Officer Re: That certain (i) CLO2 Participation Agreement and (ii) Facility Lease, both as defined

October 6, 2005 EX-4.2

[Remainder of page intentionally blank; signatures page follows]

Waiver Letter Agreement Exhibit 4.2 September 30, 2005 Pope & Talbot, Inc. Attn: Richard K. Atkinson, Chief Financial Officer 1500 SW First Avenue, Suite 200 Portland, OR 97201 Re: Halsey Lease - Request for Waiver of Financial Covenant Compliance Dear Mr. Atkinson: You have asked Wells Fargo Bank Northwest, National Association, as Indenture Trustee1 and Mill Indenture Trustee (in such capacities

August 1, 2005 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2005 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Num

August 1, 2005 EX-4.1

AMENDING AGREEMENT THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Amending Agreement to Third Amended and Restated Credit Agreement EXHIBIT 4.1 AMENDING AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDING AGREEMENT is dated as of the 27th day of July, 2005 AMONG: POPE & TALBOT LTD., a company continued under the laws of Canada (“Pope & Talbot Canada”) OF THE FIRST PART AND: P&T FACTORING LIMITED PARTNERSHIP, a limited partnership formed under

July 28, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 6, 2005 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2005

Form 8-K Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 10, 2005 EX-24.1

POWER OF ATTORNEY (Registration Statement on Form S-8 related to Pope & Talbot, Inc. Stock Incentive Plan)

Powers of Attorney EXHIBIT 24.1 POWER OF ATTORNEY (Registration Statement on Form S-8 related to Pope & Talbot, Inc. Stock Incentive Plan) The undersigned, an officer and/or director of Pope & Talbot, Inc. (the “Company”), does hereby constitute and appoint Michael Flannery and Richard K. Atkinson, and each of them, his true and lawful attorney and agent to do any and all acts and things and to ex

May 10, 2005 S-8

As filed with the Securities and Exchange Commission on May 10, 2005

S-8 1 ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on May 10, 2005 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 94-0777139 (State or other jurisdiction of incorporation or organ

May 9, 2005 EX-3.1

RESTATED CERTIFICATE OF INCORPORATION POPE & TALBOT, INC. (as amended as of May 5, 2005)

EX-3.1 2 dex31.htm RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF POPE & TALBOT, INC. (as amended as of May 5, 2005) The following version of the Restated Certificate of Incorporation of Pope & Talbot, Inc., a Delaware corporation (the “Corporation”), has been prepared for filing with the Securities and Exchange Commission and includes the am

May 9, 2005 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2005 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Numbe

May 9, 2005 EX-10.1

POPE & TALBOT, INC. STOCK INCENTIVE PLAN (formerly known as the Employee Stock Option Plan) (As Amended as of May 5, 2005)

Stock Incentive Plan, as amended Exhibit 10.1 POPE & TALBOT, INC. STOCK INCENTIVE PLAN (formerly known as the Employee Stock Option Plan) (As Amended as of May 5, 2005) I. PURPOSE OF THE PLAN This Stock Incentive Plan (the “Plan”) is intended to promote the interests of Pope & Talbot, Inc. (the “Corporation”) and its subsidiaries by providing a method whereby the non-employee members of the Board

May 6, 2005 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the unde

April 29, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

For The Quarterly Period Ended March 31, 2005 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 26, 2005 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2005 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Nu

March 30, 2005 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Definitive Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

March 16, 2005 EX-10.1.6

POPE & TALBOT, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (As Amended as of January 1, 2004)

1996 Non-Employee Director Stock Option Plan as Amended as of January 1, 2004 Exhibit 10.

March 16, 2005 EX-10.1.1

POPE & TALBOT, INC. EMPLOYEE STOCK OPTION PLAN (As Amended as of January 1, 2004)

Employee Stock Option Plan, as Amended as of January 1, 2004 Exhibit 10.1.1 POPE & TALBOT, INC. EMPLOYEE STOCK OPTION PLAN (As Amended as of January 1, 2004) I. PURPOSE OF THE PLAN This Employee Stock Option Plan (the “Plan”) is intended to promote the interests of Pope & Talbot, Inc. (the “Corporation”) and its subsidiaries by providing a method whereby employees of the Corporation and its subsid

March 16, 2005 EX-4.7

THIRD AMENDED AND RESTATED CREDIT AGREEMENT POPE & TALBOT LTD. P&T FACTORING LIMITED PARTNERSHIP as Borrowers MACKENZIE PULP LAND LTD. P&T FINANCE TWO LIMITED PARTNERSHIP as Guarantors THE TORONTO-DOMINION BANK BANK OF MONTREAL THE BANK OF NOVA SCOTI

EX-4.7 2 dex47.htm THIRD AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 4.7 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 BANK OF NOVA SCOTIA CANADIAN WESTERN BANK HSBC BANK CANADA and CAISSE CENTRAL

March 16, 2005 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Annual Report for Period Ended December 31, 2004 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 16, 2005 EX-21.1

Subsidiaries of Pope & Talbot, Inc. (the Registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot Ltd. Canada Business Corporations Act 2) Mackenzie Pulp Land Ltd. British Columbia 3) Pope & Talbot Mackenzie Pulp

Exhibit 21.1 Subsidiaries of Pope & Talbot, Inc. (the Registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot Ltd. Canada Business Corporations Act 2) Mackenzie Pulp Land Ltd. British Columbia 3) Pope & Talbot Mackenzie Pulp Operations Ltd. Alberta 4) Pope & Talbot Wis., Inc. Delaware 5) Penn Timber, Inc. Oregon 6) Pope & Talbot Relocation Services, Inc. Orego

March 7, 2005 EX-10.1

POPE & TALBOT, INC. EXECUTIVE INCENTIVE PLAN (As Amended as of March 2, 2005)

EX-10.1 3 dex101.htm EXECUTIVE INCENTIVE PLAN Exhibit 10.1 POPE & TALBOT, INC. EXECUTIVE INCENTIVE PLAN (As Amended as of March 2, 2005) I. PURPOSE OF THE PLAN The purpose of the Executive Incentive Plan (“Plan”) is to promote the interest of Pope & Talbot, Inc. (“Company”) by rewarding its employees who are primarily responsible for the management, growth and success of the business for services

March 7, 2005 EX-3.2

BYLAWS POPE & TALBOT, INC. ARTICLE I

Bylaws, as amended effective as of May 5, 2005 Exhibit 3.2 BYLAWS OF POPE & TALBOT, INC. ARTICLE I STOCKHOLDERS Section 1.1 ANNUAL MEETINGS. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any other proper business may be transa

March 7, 2005 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2005 POPE & TALBOT, INC.

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2005 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission

March 4, 2005 PRE 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

March 3, 2005 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the undersigned

February 11, 2005 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2005 POPE & TALBOT, I

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2005 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commiss

February 9, 2005 SC 13G/A

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response…….

December 28, 2004 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2004 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

December 28, 2004 EX-2.1

ASSET PURCHASE AGREEMENT CANADIAN FOREST PRODUCTS LTD. POPE & TALBOT LTD. DECEMBER 22, 2004 FORT ST JAMES SAWMILL DIVISION ASSET PURCHASE AGREEMENT

Exhibit 2.1 ASSET PURCHASE AGREEMENT BETWEEN CANADIAN FOREST PRODUCTS LTD. AND POPE & TALBOT LTD. DECEMBER 22, 2004 FORT ST JAMES SAWMILL DIVISION ASSET PURCHASE AGREEMENT THIS AGREEMENT is dated for reference the 22nd day of December, 2004. BETWEEN: CANADIAN FOREST PRODUCTS LTD., a British Columbia company having an office at Bentall 5, 1500 ? 550 Burrard Street, Vancouver, British Columbia, V6C

December 17, 2004 S-8

As filed with the Securities and Exchange Commission on December 17, 2004

Form S-8 As filed with the Securities and Exchange Commission on December 17, 2004 Registration No.

December 17, 2004 EX-24.1

POWER OF ATTORNEY (Pope & Talbot, Inc. Non-Employee Directors Deferred Compensation Plan) (Pope & Talbot, Inc. Non-Employee Director Compensation Policy and Stock Ownership Guidelines)

Powers of Attorney EXHIBIT 24.1 POWER OF ATTORNEY (Pope & Talbot, Inc. Non-Employee Directors Deferred Compensation Plan) (Pope & Talbot, Inc. Non-Employee Director Compensation Policy and Stock Ownership Guidelines) The undersigned, an officer and/or director of Pope & Talbot, Inc. (the “Company”), does hereby constitute and appoint Michael Flannery and Richard K. Atkinson, and each of them, his

December 14, 2004 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2004 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File

December 14, 2004 EX-10.1

POPE & TALBOT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES

Exhibit 10.1 POPE & TALBOT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES The Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Pope & Talbot, Inc. (including its subsidiaries, the ?Company?) has recommended, and the Board has approved, this Non-Employee Director Compensation Policy and Stock Ownership Guidelines (this ?Policy?). Th

December 14, 2004 EX-10.2

POPE & TALBOT, INC. NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN

Non-Employee Directors Deferred Compensation Plan Exhibit 10.2 POPE & TALBOT, INC. NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN 1. Purpose; Effective Date. The Board of Directors (the “Board”) of Pope & Talbot, Inc. (the “Company”) adopts this Non-Employee Directors Deferred Compensation Plan (the “Plan”) for the purpose of providing an unfunded nonqualified deferred compensation plan for the

November 29, 2004 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1

For the quarterly period ended March 31, 2004 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 29, 2004 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1

For the quarterly period ended June 30, 2004 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 29, 2004 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1

For the quarterly period ended September 30, 2004 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 29, 2004 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2

For the fiscal year ended December 31, 2003 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 3, 2004 EX-12.1

POPE & TALBOT, INC. COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (DOLLAR AMOUNTS IN THOUSANDS) Years ended December 31, Nine Months ended September 30, 2003 2002 2001 2000 1999 2004 2003 Available Earnings Pretax income(loss) from continuing op

Statements re computation of ratios of earnings to fixed charges Exhibit 12.1 POPE & TALBOT, INC. COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (DOLLAR AMOUNTS IN THOUSANDS) Years ended December 31, Nine Months ended September 30, 2003 2002 2001 2000 1999 2004 2003 Available Earnings Pretax income(loss) from continuing operations before minority interest, interest expense, and amortization of

November 3, 2004 S-3

As filed with the Securities and Exchange Commission on November 3, 2004

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on November 3, 2004 Registration No.

November 3, 2004 EX-4.5

POPE & TALBOT, INC. as Trustee Dated as of , 200 Subordinated Debt Securities CROSS-REFERENCE TABLE* Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 7.09 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(

Exhibit 4.5 POPE & TALBOT, INC. and , as Trustee INDENTURE Dated as of , 200 Subordinated Debt Securities CROSS-REFERENCE TABLE* Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 7.09 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Inapplicable 312(a) 5.01 5.02(a) 312(b) 5.02(c) 5.02(d) 312(c) 5.02(e) 313(a) 5.04(a) 313(b) 5.04(b) 313(c) 5.04(c) 313

November 3, 2004 EX-4.4

POPE & TALBOT, INC. as Trustee Dated as of , 200 Senior Debt Securities CROSS-REFERENCE TABLE* Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 7.09 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Ina

Exhibit 4.4 POPE & TALBOT, INC. and , as Trustee INDENTURE Dated as of , 200 Senior Debt Securities CROSS-REFERENCE TABLE* Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 7.09 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Inapplicable 312(a) 5.01 5.02(a) 312(b) 5.02(c) 5.02(d) 312(c) 5.02(e) 313(a) 5.04(a) 313(b) 5.04(b) 313(c) 5.04(c) 313(d) 5.

November 3, 2004 EX-24.1

POWER OF ATTORNEY (Registration Statement on Form S-3)

Powers of Attorney Exhibit 24.1 POWER OF ATTORNEY (Registration Statement on Form S-3) The undersigned, an officer and/or director of Pope & Talbot, Inc. (the “Company”), constitutes and appoints Michael Flannery and Richard K. Atkinson, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and exec

October 29, 2004 EX-10.1.10

RESTRICTED STOCK AWARD AGREEMENT

Form of Restricted Stock Award Agreement EXHIBIT 10.1.10 RESTRICTED STOCK AWARD AGREEMENT This Agreement is entered into as of , 200 between Pope & Talbot, Inc., a Delaware corporation (the “Company”), and (“Recipient”). 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 Rec

October 29, 2004 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

For the quarterly period ended September 30, 2004 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 4, 2004 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 Commission File Number 1-7852 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 94-0777139 (State of incorporation) (

October 4, 2004 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the unde

September 1, 2004 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the unde

July 30, 2004 EX-10.7

SECOND AMENDED AND RESTATED CREDIT AGREEMENT POPE & TALBOT LTD. P&T FUNDING LIMITED PARTNERSHIP as Borrowers MACKENZIE PULP LAND LTD. P&T FINANCE TWO LIMITED PARTNERSHIP as Guarantors THE TORONTO-DOMINION BANK BANK OF MONTREAL THE BANK OF NOVA SCOTIA

EX-10.7 2 dex107.htm SECOND AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10.7 SECOND AMENDED AND RESTATED CREDIT AGREEMENT between POPE & TALBOT LTD. and P&T FUNDING 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 BANK OF NOVA SCOTIA CANADIAN WESTERN BANK HSBC BANK CANADA and CAISSE CENT

July 30, 2004 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

For the quarterly period ended June 30, 2004 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 2, 2004 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the unde

May 4, 2004 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the unde

May 3, 2004 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7852 POPE & TA

April 2, 2004 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the unde

March 25, 2004 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Definitive Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

March 12, 2004 EX-10.8

FIRST AMENDING AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT

FIRST AMENDING AGRMT TO AMENDED & RESTATED CREDIT AGRMT DATED JUNE 6, 2003 Exhibit 10.

March 12, 2004 EX-10.10

THIRD AMENDING AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDING AGREEMENT is dated as of the 19th day of December, 2003

THIRD AMENDING AGRMT TO AMENDED & RESTATED CREDIT AGRMT DATED JUNE 6, 2003 Exhibit 10.

March 12, 2004 EX-10.9

SECOND AMENDING AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDING AGRMT TO AMENDED & RESTATED CREDIT AGRMT DATED JUNE 6, 2003 Exhibit 10.

March 12, 2004 EX-21.1

Subsidiaries of Pope & Talbot, Inc. (the registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot Nova Scotia Canada Nova Scotia 2) Pope & Talbot Ltd. Canada Business Corporations Act 3) Mackenzie Pulp Land Ltd. B

SUBSIDIARIES OF POPE & TALBOT, INC. (THE REGISTRANT) Exhibit 21.1 Subsidiaries of Pope & Talbot, Inc. (the registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot Nova Scotia Canada Nova Scotia 2) Pope & Talbot Ltd. Canada Business Corporations Act 3) Mackenzie Pulp Land Ltd. British Columbia 4) Pope & Talbot Mackenzie Pulp Operations Ltd. Alberta 5) Pope & Ta

March 12, 2004 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 Commission File Number 1-7852 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 94-0777139 (State of incorporation) (IRS Employer Identification No.) 150

March 1, 2004 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the undersigned

February 9, 2004 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Pope & Talbot, Inc.

sc13gza OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.

February 6, 2004 SC 13G/A

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response…………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 4, 2004 SC 13G

United States Security and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31, 2003 Da

United States Security and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 31, 2003 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed

December 24, 2003 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the undersigned

December 24, 2003 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the undersigned

December 15, 2003 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the undersigned

December 15, 2003 EX-24

EX-24

POPE & TALBOT, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Beth Hardman his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Pope & Talbot, Inc. (the Company), any and all Form 3, 4 and 5 reports required to be filed by the undersigned

October 29, 2003 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q of Pope & Talbot, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

July 31, 2003 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Quartely Report For Period Ended June 30, 2003 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 31, 2003 EX-10.7

AMENDED AND RESTATED CREDIT AGREEMENT POPE & TALBOT LTD. P&T FUNDING LIMITED PARTNERSHIP as Borrowers MACKENZIE PULP LAND LTD. as Guarantor THE TORONTO-DOMINION BANK BANK OF MONTREAL THE BANK OF NOVA SCOTIA CANADIAN WESTERN BANK as Lenders THE TORONT

Amended and Restated Credit Agreement EXHIBIT 10.7 AMENDED AND RESTATED CREDIT AGREEMENT between POPE & TALBOT LTD. and P&T FUNDING LIMITED PARTNERSHIP as Borrowers MACKENZIE PULP LAND LTD. as Guarantor THE TORONTO-DOMINION BANK BANK OF MONTREAL THE BANK OF NOVA SCOTIA and CANADIAN WESTERN BANK as Lenders and THE TORONTO-DOMINION BANK as Administration Agent Dated as of June 6, 2003 TABLE OF CONTE

May 2, 2003 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 2, 2003 EX-99.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-99.2 4 dex992.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Pope & Talbot, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date here

May 2, 2003 EX-99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Chief Executive Officer Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Pope & Talbot, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,

March 28, 2003 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

March 6, 2003 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission File Number 1-7852 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 94-0777139 (State of incorporation) (

March 6, 2003 EX-99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-99.1 3 dex991.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pope & Talbot, Inc. (the “Company”) on Form 10-K/A Amendment No. 1 for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the dat

March 6, 2003 EX-99.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Chief Financial Officer Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pope & Talbot, Inc. (the “Company”) on Form 10-K/A Amendment No. 1 for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report

March 3, 2003 EX-99.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Cheif Financial Officer Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pope & Talbot, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Maria M. Po

March 3, 2003 EX-4.5

December 13, 2002

EX-4.5 4 dex45.htm AMENDMENT TO AMENDED AND RESTATED FACILITY LEASE Exhibit 4.5 December 13, 2002 VIA FACSIMILE (302-651-8882) & FIRST CLASS MAIL Wilmington Trust Company Attn: Corporate Trust Administration Rodney Square North 1100 N. Market Street Wilmington, DE 19890-0001 VIA FACSIMILE (518-257-8833) & FIRST CLASS MAIL Selco Service Corporation c/o Key Equipment Finance 66 S. Pearl St., 7th Flo

March 3, 2003 EX-3.1

RESTATED CERTIFICATE OF INCORPORATION POPE & TALBOT, INC.

EX-3.1 3 dex31.htm RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF POPE & TALBOT, INC. Pope & Talbot, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Pope & Talbot, Inc. The date of filing of the Corporation’s original

March 3, 2003 EX-21.1

Subsidiaries of Pope & Talbot, Inc. (the registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot International Ltd. British Columbia 2) Pope & Talbot Ltd. British Columbia 3) Mackenzie Pulp Land Ltd. British Colu

EX-21.1 5 dex211.htm LIST OF SUBSIDIARIES Exhibit 21.1 Subsidiaries of Pope & Talbot, Inc. (the registrant) Name of Corporation State or Other Jurisdiction of Incorporation 1) Pope & Talbot International Ltd. British Columbia 2) Pope & Talbot Ltd. British Columbia 3) Mackenzie Pulp Land Ltd. British Columbia 4) Pope & Talbot Mackenzie Pulp Operations Ltd. Alberta 5) Pope & Talbot Wis., Inc. Delawa

March 3, 2003 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission File Number 1-7852 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 94-0777139 (State of incorporation) (IRS Employer Ident

March 3, 2003 EX-99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-99.1 7 dex991.htm CERTIFICATION OF CHEIF EXECUTIVE OFFICER Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pope & Talbot, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Rep

February 10, 2003 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment [X]) * POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment [X]) * POPE & TALBOT INC (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 31, 2002 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 7, 2003 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 31, 2002 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 4, 2003 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 73282710

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Pope & Talbot, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 732827100 (CUSIP Number) December 31, 2002 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

November 12, 2002 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q for the period ended 09/30/2002 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 12, 2002 EX-99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Chief Executive Officer Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Pope & Talbot, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”)

November 12, 2002 EX-99.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Chief Financial Officer Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Pope & Talbot, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”)

October 3, 2002 425

Filing Company and Subject Company: Pope & Talbot, Inc.

Prepared by R.R. Donnelley Financial - Form 425 Filing Company and Subject Company: Pope & Talbot, Inc. This communication is filed pursuant to Rule 425 under the Securities Act of 1933 and Rule 13e-4(c)(4) under the Securities Exchange Act of 1934. Form S-4 Registration Statement Commission File No.: 333-98667 POPE & TALBOT ANNOUNCES TERMINATION OF EXCHANGE OFFER FOR DEBT SECURITIES PORTLAND, OR—

September 9, 2002 424B3

POPE & TALBOT, INC. Offer for all Outstanding 8 3/8% Senior Notes due 2013 in Exchange for 8 3/8% Senior Notes due 2013 which have been registered under the Securities Act of 1933, as amended

Table of Contents Filed Pursuant to Rule 424(b)(3) SEC File No. 333-98667 POPE & TALBOT, INC. Offer for all Outstanding 8 3/8% Senior Notes due 2013 in Exchange for 8 3/8% Senior Notes due 2013 which have been registered under the Securities Act of 1933, as amended The exchange offer will expire at 5:00 p.m., New York City time, on October 2, 2002, unless extended. We are offering to exchange all

August 23, 2002 EX-24.1

EX-24.1

EXHIBIT 24.1 POWER OF ATTORNEY - (S-4) KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Michael Flannery and Maria M. Pope his attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Form S-4 Registration Statements under the Securities Act of 1933, prepared in connection wi

August 23, 2002 EX-25.1

EX-25.1

EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 - FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE - CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [] - J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N/A 95-4

August 23, 2002 EX-12.1

EX-12.1

Exhibit 12.1 POPE & TALBOT, INC. COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (DOLLAR AMOUNTS IN THOUSANDS) Years ended December 31, Six Months ended June 30, - - 2001 2000 1999 1998 1997 2002 2001 - - - - - - - Available Earnings Pretax income from continuing operations before minority interest and cumulation effect of accounting change, interest expense, and amortization of debt expense an

August 23, 2002 EX-99.3

EX-99.3

EXHIBIT 99.3 TENDER INSTRUCTIONS TO BOOK-ENTRY TRANSFER FACILITY PARTICIPANT AND/OR REGISTERED HOLDER FROM BENEFICIAL OWNER OF POPE & TALBOT, INC. 8 3/8% Senior Notes due 2013 - - THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 8 3/8% SENIOR NOTES DUE 2013 MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE. - - To

August 23, 2002 EX-99.1

EX-99.1

EXHIBIT 99.1 LETTER OF TRANSMITTAL To Exchange 8 3/8% Senior Notes due 2013 of Pope & Talbot, Inc. Pursuant to the Prospectus dated , 2002 - - THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 8 3/8% SENIOR NOTES DUE 2013 MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE. - - The "Exchange Agent" for the Exchange O

August 23, 2002 S-4

As filed with the Securities and Exchange Commission on August 23, 2002

Prepared by R.R. Donnelley Financial - Form S-4 Table of Contents As filed with the Securities and Exchange Commission on August 23, 2002 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 2611 94-0777139 (State or other j

August 23, 2002 EX-99.2

EX-99.2

EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ALL OUTSTANDING 8 3/8% SENIOR NOTES DUE 2013 OF POPE & TALBOT, INC. Registered holders of outstanding 8 3/8% Senior Notes due 2013 (the "Original Notes") of Pope & Talbot, Inc., a Delaware corporation (the "Issuer"), who wish to tender their Original Notes in exchange for a like principal amount of new 8 3/8% Senior Notes due 2013, which hav

August 14, 2002 EX-4.6

EX-4.6

Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 30, 2002 BY AND BETWEEN POPE & TALBOT, INC. AS ISSUER AND BMO NESBITT BURNS CORP. This Registration Rights Agreement (this "Agreement") is made and entered into as of July 30, 2002, by and between Pope & Talbot, Inc., a Delaware corporation (the "Company"), and BMO Nesbitt Burns Corp. (the "Initial Purchaser"), who has agreed to purchase t

August 14, 2002 EX-99.2

EX-99.2

Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Pope & Talbot, Inc. (the "Company") on Form 10-Q for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Maria M. Pope, Vice President and Chief F

August 14, 2002 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Prepared by R.R. Donnelley Financial - Form 10-Q for the period ended 06/30/2002 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC

August 14, 2002 EX-99.1

EX-99.1

Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Pope & Talbot, Inc. (the "Company") on Form 10-Q for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Flannery, Chairman of the Board,

August 14, 2002 EX-4.5

EX-4.5

Exhibit 4.5 EXECUTION COPY ================================================================================ POPE & TALBOT, INC. 8 3/8% SENIOR NOTES DUE 2013 - INDENTURE DATED AS OF JULY 30, 2002 - J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE ================================================================================ TABLE SHOWING REFLECTION IN THIS INDENTURE OF CERTAIN PROVISIO

August 14, 2002 EX-10.8

EX-10.8

Exhibit 10.8 FIRST AMENDING AGREEMENT TO CREDIT AGREEMENT THIS AMENDING AGREEMENT is dated this 22nd day of May, 2002 AMONG: POPE & TALBOT LTD., a company formed by amalgamation under the laws of the Province of British Columbia (the "Acquisition Borrower") OF THE FIRST PART AND: P&T FUNDING LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of British Columbia (the "

July 24, 2002 EX-99.1

POPE & TALBOT, INC.

EXHIBIT 99.1 POPE & TALBOT, INC. NEWS RELEASE Contact: Maria Pope RELEASE NO. 02-08 503-228-9161 For Release: July 24, 2002 POPE & TALBOT PRICES OFFERING OF SENIOR NOTES PORTLAND, OR?Pope & Talbot announced today that it has priced an offering of $60 million of 8 3/8% senior notes due 2013, with estimated net proceeds to the Company of $50.8 million. The terms of the notes are substantially identi

July 24, 2002 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2002 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-7852 94-0777139 (State or other jurisdiction of incorporation) (Commission File Num

July 15, 2002 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2002 POPE & TALBOT, INC.

Prepared by R.R. Donnelley Financial - Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2002 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-7852 94-0777139 (State or other jur

July 15, 2002 EX-99.1

POPE & TALBOT, INC.

EXHIBIT 99.1 POPE & TALBOT, INC. NEWS RELEASE Contact: Maria Pope RELEASE NO. 02-06 503-228-9161 For Release: July 14, 2002 POPE & TALBOT ANNOUNCES $50 MILLION OFFERING OF SENIOR NOTES PORTLAND, OR — Pope & Talbot announced today that it plans to offer up to $50 million of senior notes due 2013 on terms substantially identical to its existing 8 3/8% Debentures due 2013, to be sold through a Rule 1

May 24, 2002 EX-16

May 23, 2002 Arthur Andersen LLP Suite 1100 101 Second Street San Francisco CA 94105-3801 Tel 415-546-8200 www.andersen.com

Prepared by R.R. Donnelley Financial - Letter From Arthur Andersen LLP Exhibit 16 May 23, 2002 Arthur Andersen LLP Suite 1100 101 Second Street San Francisco CA 94105-3801 Tel 415-546-8200 www.andersen.com Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Dear Sir or Madam: We have read the third and fourth paragraphs of Item 4 included

May 24, 2002 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 23, 2002 POPE & TALBOT, INC. (Exact name of

Prepared by R.R. Donnelley Financial - Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 23, 2002 POPE & TALBOT, INC. (Exact name of registrant as specified in its charter) Delaware 1-7852 94-0777139 (State or other jurisdiction of inc

April 26, 2002 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7852 POPE & TA

March 29, 2002 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Defi

March 25, 2002 424B3

Prospectus Supplement No. 1 dated March 25, 2002 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated June 12, 2001) SEC File No. 333-58596 POPE & TALBOT, INC. 1,750,000 Shares of Common Stock

Prepared by R.R. Donnelley Financial - Prospectus Supplement Prospectus Supplement No. 1 dated March 25, 2002 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated June 12, 2001) SEC File No. 333-58596 POPE & TALBOT, INC. 1,750,000 Shares of Common Stock This is a supplement to the prospectus dated June 12, 2001 filed by Pope & Talbot, Inc. All references to the prospectus in this prospectus suppl

March 13, 2002 EX-10.1.1

EX-10.1.1

Exhibit 10.1.1 POPE & TALBOT, INC. EMPLOYEE STOCK OPTION PLAN (As Amended as of April 26, 2001) I. PURPOSE OF THE PLAN This Employee Stock Option Plan (the "Plan") is intended to promote the interests of Pope & Talbot, Inc. (the "Corporation") and its subsidiaries by providing a method whereby employees of the Corporation and its subsidiaries who are primarily responsible for the management, growt

March 13, 2002 EX-10.1.9

EX-10.1.9

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, 1999, the Human Resources and Nominating Committee (the "Committee") of the Company's Board of Directors (the "Board") recommended, and the Board ap

March 13, 2002 EX-21.1

EX-21.1

EXHIBIT 21.1 Subsidiaries of Pope & Talbot, Inc. (the registrant) State or Other Name of Corporation Jurisdiction of Incorporation - 1) Pope & Talbot International Ltd. British Columbia 2) Pope & Talbot Ltd. British Columbia 3) Mackenzie Pulp Land Ltd. British Columbia 4) Pope & Talbot Mackenzie Pulp Alberta Operations Ltd. 5) Pope & Talbot FSC, Inc. U.S. Virgin Islands 6) Pope & Talbot Wis., Inc.

March 13, 2002 10-K405

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 1-7852 POPE & TALBOT, INC. (Exact

March 13, 2002 EX-4.4

EX-4.4

Exhibit 4.4 Amended and Restated Facility Lease Dated December 27, 2001 Between WILMINGTON TRUST COMPANY not in its individual capacity but solely as Owner Trustee, Lessor and POPE & TALBOT, INC., Lessee ================================================================================ This Facility Lease and the rentals and other sums due and to become due hereunder have been assigned for security

March 13, 2002 EX-10.1.6

EX-10.1.6

Exhibit 10.1.6 POPE & TALBOT, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (As Amended as of April 26, 2001) I. PURPOSE OF THE PLAN This 1996 Non-Employee Director Stock Option Plan (the "Plan") is intended to promote the interests of Pope & Talbot, Inc., a Delaware corporation (the "Corporation"), by providing the non-employee members of the Corporation's Board of Directors with the opportun

March 13, 2002 EX-4.3

EX-4.3

Exhibit 4.3 ================================================================================ AMENDED AND RESTATED PARTICIPATION AGREEMENT dated as of December 27, 2001 among POPE & TALBOT, INC., as Lessee SELCO SERVICE CORPORATION, as Owner Participant NOTE PURCHASERS NAMED HEREIN, as Note Purchasers WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but

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