exv10w2



 






Exhibit 10.2




AMENDMENT ONE TO SECOND AMENDED AND RESTATED

AGENTED CREDIT AGREEMENT




     This Amendment One to Second Amended and Restated Agented Credit Agreement (“Amendment”) is
dated effective October 25, 2007, among ORCHIDS PAPER PRODUCTS COMPANY, a Delaware corporation
(“Borrower”), and BANK OF OKLAHOMA, N.A. (“BOK”), BANCFIRST, and COMMERCE BANK, N.A. (individually
a “Bank” and collectively the “Banks”), and BANK OF OKLAHOMA, N.A., as agent for the Banks
hereunder (in such capacity, “Agent”).



RECITALS




     A. Reference is made to the Second Amended and Restated Agented Credit Agreement by and among
Borrower, Banks and Agent, dated April 9, 2007, pursuant to which currently exists (i) a term loan
in the original principal amount of $10,000,000; (ii) a term loan in the original principal amount
of $16,500,000; (iii) a $6,000,000 revolving line of credit; and (iv) a construction loan in the
original principal amount of $3,000,000. Terms used herein shall have the meanings given in the
Credit Agreement, unless otherwise defined herein.



     B. Borrower has requested that Banks modify the definition of EBITDA to include non-cash stock
option expenses; and Banks have agreed to Borrower’s request, subject to the terms and conditions
of this Amendment.



AGREEMENT




     NOW, THEREFORE, in consideration of the representations and warranties contained herein and
for valuable consideration received, the parties agree to the following:



     1. Amendments to the Credit Agreement. The Credit Agreement is hereby amended as
follows:




     1.1. Section 1.27 (EBITDA) is hereby deleted and replaced with the following:




     “1.27. ‘EBITDA’ shall mean net income plus (i) interest expense,
(ii) depreciation, depletion, obsolescence and amortization of property, (iii)
capitalized lease expense, (iv) tax expense, and (v) non-cash stock option expense,
all determined in accordance with GAAP, and for a particular period.”



     2. Conditions Precedent. This Amendment and each Bank’s commitments hereunder are
conditioned upon satisfaction of the following at or before closing.




     2.1. Borrower shall execute and deliver to Banks this Amendment.



 









 






     2.2. Borrower shall provide any and all documents, agreements and instruments related
to this transaction, reasonably requested by the Banks.



     3. Borrower Ratification. Borrower hereby ratifies and confirms the Credit Agreement,
and all instruments, documents and/or agreements executed and/or delivered by Borrower to Bank in
connection therewith, and represents to Banks that: (i) the Loan Documents remain in full force
and effect; (ii) all representations and warranties made thereunder are true and correct as of the
date hereof; and (iii) no Event of Default exists or will result from the execution of this
Amendment.



     4. Governing Law and Binding Effect. This Amendment shall be governed by and
construed in accordance with the laws of the State of Oklahoma, and shall inure to the benefit of
and be binding upon the parties hereto, their successors and assigns.



     5. Costs, Expenses and Fees. Borrower agrees to pay all costs, expenses and fees
incurred by the Banks or otherwise in connection herewith, including, without limitation, all
reasonable attorney fees, costs and expenses of Riggs, Abney, Neal, Turpen, Orbison & Lewis.



     6. Multiple Counterparts. This Amendment may be executed in any number of
counterparts, and all the counterparts taken together shall be deemed to constitute one and the
same instrument.



     7. Further Assurances. Borrower will immediately execute and deliver to the Banks
upon request all such other and further instruments as may be required or desired by the Banks from
time to time in compliance with or in accomplishment of the covenants and agreements of Borrower
made in this Amendment and such other instruments and documents referred to or mentioned herein,
all as may be necessary or appropriate in connection therewith.



[Signature Pages to Follow]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed.



	 	 	 	 	 
	 	 	“Borrower”
	 
	 	 	 	 
	 	 	ORCHIDS PAPER PRODUCTS COMPANY
	 
	 	 	 	 
	 

	 	By
	 	/s/ Keith R. Schroeder
	 

	 	 	 	 
	 

	 	 	 	Keith R. Schroeder, Chief Financial Officer






 









 






	 	 	 	 	 
	 	 	“Banks”
	 
	 	 	 	 
	 	 	BANK OF OKLAHOMA, N.A., as a Bank and Agent
	 
	 	 	 	 
	 

	 	By
	 	/s/ Dan Hughes
	 

	 	 	 	 
	 

	 	 	 	Dan Hughes, Senior Vice President






 









 






	 	 	 	 	 
	 	 	BANCFIRST
	 
	 	 	 	 
	 

	 	By
	 	/s/ Elisabeth F. Blue
	 

	 	 	 	 
	 

	 	 	 	Elisabeth F. Blue, Executive Vice President






 









 






	 	 	 	 	 
	 	 	COMMERCE BANK, N.A.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Dennis R. Block
	 

	 	 	 	 
	 

	 	 	 	Dennis R. Block, Senior Vice President