AMENDMENT TWO TO AMENDED AND
RESTATED
AGENTED CREDIT AGREEMENT
This Amendment Two
to Amended and Restated Agented Credit Agreement
(“Amendment”) is dated effective October 31, 2006,
among ORCHIDS PAPER PRODUCTS COMPANY , a Delaware
corporation (“Borrower”), 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 (in such capacity, “Agent”).
A. Reference
is made to the Amended and Restated Agented Credit Agreement dated
June 24, 2005, by and among Borrower, Banks and Agent ( as
amended from time to time, the “ Credit Agreement”),
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 certain modifications to the Credit Agreement, and
Banks and Agent have agreed to Borrower’s request, subject to
the terms and conditions of this Amendment.
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 for the trailing twelve months, a ratio of
(i) Funded Debt of Borrower minus the balance of
the Interest Reserve Account on such date, to (ii) EBITDA for
the preceding four (4) consecutive fiscal quarters of
Borrower, not greater than (a) for the fiscal quarter ending
September 30, 2006, 4.5 to 1, and (b) for the fiscal quarter
ending December 31, 2006 and each fiscal quarter thereafter,
4.0 to 1.”
1.2
Section 10.4 (Debt Service Coverage Ratio) is hereby deleted
and replaced with the following:
“10.4.
Debt Service Coverage Ratio . M
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