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 amortiza
