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 included as Qualified Receivables up to
40% and 20%, respectively, of total accounts receivable, and
any amounts over 40% or 20%, respectively, will be excluded
from the Borrowing Base unless specifically waived in writing
in each instance by the Banks in their sole discretion."
1.4. Section 1.66 ("Termination Date") is hereby amended to evidence
that the Termination Date shall now mean and read "February 28, 2007."
1.5. Section 8.1 (Funded Debt to EBITDA) is hereby amended to
evidence that the words "until December 31, 2005, and 3.5 to 1 thereafter"
are hereby deleted.
2. Conditions Precedent. This Amendment and each Bank's commitments
hereunder are conditioned upon satisfaction of the following at or before
closing.
2.1. Borrower shall execute and deliver to Banks this Amendment.
2.2. Borrower shall execute and deliver to Banks the Line Notes, set
forth as Schedules "2.2(a)" and "2.2(b)" hereto. These Notes shall serve
as replacements for the Line Notes dated March 1, 2004, and set forth on
Schedules 1.74(a) and 1.74(b) to the Credit Agreement.
2.3. Borrower shall provide any and all documents, agreements and
instruments related to this transaction, reasonably requested by the
Banks.
3. Borrower Ratification. Each 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 each Borrower
represents to Banks that: (i) the Loan Documents 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.
[Signature Pages to Follow]
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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
ORCHIDS ACQUISITION GROUP, INC.
By /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxxx,
Executive Vice President
BANK OF OKLAHOMA, N.A.,
as a Bank and Agent
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx,
Senior Vice President
INTERNATIONAL BANK OF COMMERCE
(F/K/A LOCAL OKLAHOMA BANK), as a Bank
By /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx,
Senior Vice President
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