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EXHIBIT 4.7
AMENDMENT FIVE TO AGENTED REVOLVING
CREDIT AND TERM LOAN AGREEMENT
This Amendment Five to Agented Revolving Credit and Term Loan
Agreement
("Amendment") is dated effective February 28, 2005, among
ORCHIDS PAPER PRODUCTS
COMPANY, a Delaware corporation ("Orchids"), ORCHIDS ACQUISITION
GROUP, INC., a
Delaware corporation ("OAG") ("Orchids" and "OAG" are referred
to herein,
separately and collectively, as "Borrower"), and BANK OF
OKLAHOMA, N.A. ("BOK")
and INTERNATIONAL BANK OF COMMERCE (F/K/A LOCAL OKLAHOMA BANK)
("IBC") (BOK and
IBC are referred to herein individually as a "Bank" and
collectively as 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 Agented Revolving Credit and Term
Loan
Agreement by and among Orchids, Banks and Agent, dated October
15, 2002 and
amended October 14, 2003, January 14, 2004, March 1, 2004, and
July 19, 2004,
among Borrower and Banks (as amended, the "Credit Agreement"),
pursuant to which
currently exists (i) an $11,764,819.37 term loan; and (ii) a
$5,000,000
revolving line of credit. Terms used herein shall have the
meanings given in the
Credit Agreement, unless otherwise defined herein.
B. Borrower has requested that Banks extend the Termination Date
of the
$5,000,000 revolving line of credit to February 28, 2007; 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 1.34 ("LIBOR Margin") is hereby amended to
evidence
that the heading "Ratio of Funded Debt to Cash Flow" in the
first column
and row of the grid shall now mean and read "Ratio of Funded
Debt to
EBITDA."
1.2. Section 1.57 ("Prime Rate Margin") is hereby amended to
evidence that the heading "Ratio of Funded Debt to Cash Flow" in
the first
column and row of the grid shall now mean and read "Ratio of
Funded Debt
to EBITDA."
1.3. The last sentence of Section 1.62.10 ("Qualified
Receivables")
is hereby amended as follows:
"Notwithstanding the foregoing, but subject to formal
written
approval of the Banks, the accounts receivable of Dollar
General Store and Family Dollar (or their respective
successors) shall be i
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