exv10w2






Exhibit 10.2




AMENDMENT THREE TO SECOND AMENDED AND RESTATED

AGENTED CREDIT AGREEMENT




     This Amendment Three to Second Amended and Restated Agented Credit Agreement (“Amendment”) is
dated effective November 5, 2008, 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, and amended October 25, 2007 and March 6, 2008 (as
amended, the “Credit Agreement”), 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) an $8,000,000 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 (i) increase the commitment under the construction loan
to $4,000,000, and (ii) modify the covenant limiting capital expenditures; 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 1.19 (Completion Date) is hereby deleted and replaced with the following:




     “1.19 ‘Completion Date’ shall mean the earlier of (i) the completion
of construction of the Improvements, or (ii) November 5, 2009.”




     1.2. Sections 1.21 (Construction Loan) and 1.22 (Construction Notes) are hereby amended
to reflect that the amount “$3,000,000” is hereby deleted and replaced with “$4,000,000”.




     1.3. Section 1.85 (Rate Management Transaction) is hereby deleted and replaced with the
following:




     “1.85 ‘Rate Management Transaction’ means any transaction,
(including an agreement with respect thereto) now existing or hereafter entered into
by the Borrower and any of the Banks, or any Bank’s subsidiaries or affiliates or
their successors, which is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction, currency swap transaction,



 









 







cross-currency
rate swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination thereof,
whether linked to one or more interest rates, foreign currencies, commodity prices,
equity prices or other financial measures.”




     1.4. Section 2.4 (Construction Loan) is hereby deleted and replaced with the following:




     “2.4 Construction Loan. Subject to the terms and conditions of this
Agreement, and so long as no Event of Default has occurred, each Bank agrees to loan
to Borrower such amounts up to said Bank’s Pro Rata Share of the lesser of (i) the
aggregate principal amount of $4,000,000, or (ii) ninety percent (90%) of the cost
for construction of the Improvements, as Borrower may request from time to time on
or before the Construction Loan Termination Date (hereinafter defined), to be
further evidenced by the Construction Notes. Advances pursuant to the Construction
Loan are not revolving and once amounts are advanced and/or repaid pursuant to the
Construction Notes, they cannot be reborrowed.”




     1.5. Section 10.4 (Capital Expenditures) is hereby deleted and replaced with the
following:




     “10.4 Capital Expenditures. Not make expenditures for fixed or capital
assets if, after giving effect thereto, the aggregate of all such expenditures,
excluding expenditures for the water pre-treatment facility not to exceed
$4,300,000, would exceed (i) $6,400,000.00 during Borrower’s fiscal year ending
December 31, 2008, and (ii) the CapEx Limit (defined below) during any fiscal year
of Borrower thereafter. For purposes of this Section 10.4, the term “CapEx Limit”
shall mean $2,000,000; provided, however, that commencing with the date on which
Agent receives financial statements of Borrower evidencing that Borrower has
maintained an EBITDA of not less than $3,000,000 for two (2) consecutive fiscal
quarters, the CapEx Limit shall be increased to $2,500,000.”




     1.6. A new Section 12.1(15) (subparagraph under Events of Default) is hereby added, as
follows:




     “(15) The occurrence or existence of any default, event of default or other
similar condition or event (however described) with respect to any Rate Management
Transaction.”



     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 execute and deliver the promissory notes payable to each Bank in
amounts based on each Bank’s Pro Rata Share of $4,000,000.




     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]




 









 








     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