exv4w1



 







Exhibit 4.1




AMENDMENT ONE TO AMENDED AND RESTATED

AGENTED CREDIT AGREEMENT




     This Amendment One to Amended and Restated Agented Credit Agreement (“Amendment”) is dated
effective June 30, 2006, 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 Amended and Restated Agented Credit Agreement by and among
Borrower, Banks and Agent, dated June 24, 2005, pursuant to which currently exists (i) a term loan
in the original principal amount of $14,084,646.81; (ii) a $5,000,000 revolving line of credit, and
(iii) an advancing term loan in the amount of $15,000,000. Terms used herein shall have the
meanings given in the Credit Agreement, unless otherwise defined herein.



     B. Borrower has requested that Banks temporarily modify the calculation of Funded Debt to
EBITDA; 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 10.1 (Funded Debt to EBITDA) is hereby deleted and replaced with the
following:





     “10.1. Funded Debt to EBITDA. Maintain, tested on the last day of each
fiscal quarter, a ratio of (i) Funded Debt for the preceding four consecutive fiscal
quarters of Borrower minus the balance of the Interest Reserve Account on
such date to (ii) EBITDA for the preceding four consecutive fiscal quarters of
Borrower, not greater than (a) for the fiscal quarter ending June 30, 2006, 4.6 to
1, and (b) for the fiscal quarter ending September 30, 2006, and each fiscal quarter
thereafter, 4.0 to 1.”



     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 pay an amendment fee in the amount of $5,000, payable to the Banks
on a pro rata basis.




 









 








          2.3. 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]




2









 








     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 	 
	 	 	 	 



3









 






	 	 	 	 	 
	 	“Banks”





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

 	 
	 	By  	/s/
Marc Maun	 
	 	 	Marc Maun, Senior Vice President 	 
	 	 	 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANCFIRST

 	 
	 	By  	/s/
Elisabeth F. Blue	 
	 	 	Elisabeth F. Blue, Senior Vice President 	 
	 	 	 	 



5









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMMERCE BANK, N.A.

 	 
	 	By  	/s/
R. David Emley, Jr.	 
	 	 	R. David Emley, Jr., Vice President 	 
	 	 	 	 
	 




6