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 "1.48" is hereby replaced with the $1,499,850 Line Note
("$1,499,850 Renewal Note") attached hereto as Schedule "1.3".
2. Conditions Precedent. This Amendment and each Bank's commitments
hereunder are conditioned upon satisfaction of the following at or before
closing.
1
2.1. Borrower shall execute and deliver to the Banks this Amendment.
2.2. Borrower shall execute and deliver to Bank of Oklahoma, N.A.
the $3,000,150 Renewal Note.
2.3. Borrower shall execute and deliver to Local Oklahoma Bank, N.A.
the $1,499,850 Renewal Note.
2.4. 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 Borrower represents
to Banks that: (i) they remain in full force and effect; (ii) all
representations and warranties made thereunder are true and correct as of the
date hereof; (iii) no Subsidiary of Borrower has been created or acquired which
would be subject to Section 6.12 of the Credit Agreement; and (iv) 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 & Xxxxx.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed.
"Borrower"
ORCHIDS PAPER PRODUCTS COMPANY
By /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxxx,
Chief Financial Officer
2
BANK OF OKLAHOMA, N.A.,
as Bank and Agent
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx,
Senior Vice President
LOCAL OKLAHOMA BANK, N.A., as Bank
By /s/ Xxxxxxxxx X. Blue
-------------------------------------
Xxxxxxxxx X. Blue,
Senior Vice President
3
