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EXHIBIT 4.4
AMENDMENT TWO TO AGENTED REVOLVING
CREDIT AND TERM LOAN AGREEMENT
This
Amendment Two to Agented Revolving Credit and Term Loan
Agreement
("Amendment") is dated effective January 14, 2004, among ORCHIDS
PAPER PRODUCTS
COMPANY, a Delaware corporation ("Borrower"), and BANK OF OKLAHOMA,
N.A. and
LOCAL OKLAHOMA 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,
the "Agent").
RECITALS
A.
Reference is made to the Agented Revolving Credit and Term Loan
Agreement dated October 15, 2002 and amended October 14, 2003 among
Borrower and
Banks ("Credit Agreement"), pursuant to which currently exists: (i)
a $6,500,000
term loan ("$6,500,000 Term Loan"), (ii) a $4,000,000 term loan
("$4,000,000
Term Loan"), and (iii) a $4,500,000 revolving line of credit
("$4,500,000
Revolving Line"), evidenced by the $3,000,150 Line Note and the
$1,499,850 Line
Note. Terms used herein shall have the meanings given in the Credit
Agreement,
unless otherwise defined herein.
B.
Borrower has requested that the Bank extend the maturity date of
the
$3,000,150 Line Note and the $1,499,850 Line Note; and the 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 1.66 ("Termination Date") is hereby amended to
evidence
that the
termination date shall now mean and read "April 14, 2004".
1.2. The $3,000,150 Line Note, attached to the Credit Agreement
as
Schedule
"1.67" is hereby replaced with the $3,000,150 Line Note
("$3,000,150 Renewal Note") attached hereto as Schedule "1.2".
1.3. The $1,499,850 Line Note, attached to the Credit Agreement
as
Schedule
