EXHIBIT 10.61
AMENDMENT AGREEMENT NO. 4
to that certain
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of December 18, 1995
This AMENDMENT AGREEMENT NO. 4 (the "Amendment"), dated as of December
19, 1997, is by and among (a) QUAKER FABRIC CORPORATION OF FALL RIVER, a
Massachusetts corporation (the "Company"), QUAKER TEXTILE CORPORATION, a
Massachusetts corporation ("Quaker Textile") and QUAKER FABRIC MEXICO, S.A. de
C.V., a Mexican corporation ("Quaker Mexico", and along with the Company and
Quaker Textile, the "Borrowers"), (b) QUAKER FABRIC CORPORATION, a Delaware
corporation (the "Parent"), (c) BANKBOSTON, N.A. (f/k/a The First National Bank
of Boston) and such other banking institutions that are or may become parties to
the Credit Agreement referred to below (collectively, the "Banks") and (d)
BANKBOSTON, N.A. (f/k/a The First National Bank of Boston) as agent for the
Banks (the "Agent").
WHEREAS, the Borrowers, the Parent, the Banks and the Agent are parties
to that certain Amended and Restated Credit Agreement dated as of December 18,
1995 (as amended, restated, modified or supplemented and in effect from time to
time, the "Credit Agreement"), pursuant to which the Banks, upon certain terms
and conditions, have agreed to make loans to the Borrowers; and
WHEREAS, the Borrowers and the Parent have requested that the Banks
agree, and the Banks have agreed, on the terms and subject to the conditions set
forth herein, to amend certain provisions of the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
`SS'1. DEFINED TERMS. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
`SS'2. AMENDMENT TO SECTION 1.01 OF CREDIT AGREEMENT. Section 1.01 of the
Credit Agreement is hereby amended by deleting the definition of Maturity Date
and inserting the following new definition of Maturity Date in place thereof:
"Maturity Date" means December 31, 2002, or, if earlier, to the
extent a Change in Control occurs, the date which is eighteen
months after the date upon which such Change in Control occurs.
`SS'3. AFFIRMATION OF THE COMPANY AND THE PARENT. (a) The Company, as
guarantor of the Company Guaranteed Obligations pursuant to Article IIB of the
Credit Agreement, hereby acknowledges that it has read and is aware of the
provisions of this Amendment. The Company hereby reaffirms its absolute and
unconditional guaranty of
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the payment and performance of the Company Guaranteed Obligations under the
Credit Agreement as amended by this Amendment.
(b) The Parent, as guarantor of the Parent Guaranteed Obligations
pursuant to Article IIA of the Credit Agreement, hereby acknowledges that it has
read and is aware of the provisions of this Amendment. The Parent hereby
reaffirms its absolute and unconditional guaranty of the payment and performance
of the Parent Guaranteed Obligations under the Credit Agreement as amended by
the Amendment.
`SS'4. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers and
the Parent hereby represents and warrants to the Agent and the Banks as follows:
(a) Representations and Warranties in the Credit Agreement. The
representations and warranties of the Borrowers and the Parent contained in the
Credit Agreement were true and correct when made and continue to be true and
correct on and as of the date hereof as if made on the date hereof except to the
extent of changes resulting from transactions contemplated or permitted by the
Credit Agreement and to the extent that such representations and warranties
relate expressly to an earlier date. No Default or Event of Default has occurred
and is continuing.
(b) Corporate Existence and Standing; Authorization and Validity; No
Conflict; Government Consent. Each of the Borrowers and the Parent hereby
confirms that the representations and warranties of the Borrowers and the Parent
contained in Section 4.01, 4.02 and 4.03 of the Credit Agreement are true and
correct on and as of the date hereof as if made on the date hereof. Each such
representation is hereby ratified, affirmed and incorporated herein by
reference, with the same force and effect as if set forth herein in its
entirety.
`SS'5. EFFECTIVENESS. This Amendment shall be effective upon the
execution and delivery of a fully executed copy of this Amendment to
the Agent by each of the Borrowers, the Parent, the Banks and the Agent.
`SS'6. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement, as amended hereby, shall continue in
full force and effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL
AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS.
(c) This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In making
proof of this Amendment it shall not be necessary to produce or account for more
than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
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(d) The Borrowers hereby agree to pay to the Agent, on demand, all
reasonable out-of-pocket costs and expenses incurred or sustained by the Agent
in connection with the preparation of this Amendment (including reasonable legal
fees).
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
an instrument under seal as of the date first written above.
QUAKER FABRIC CORPORATION
OF FALL RIVER
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Title: Vice President--Finance
QUAKER TEXTILE CORPORATION
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Title: Vice President--Finance
QUAKER FABRIC MEXICO, S.A. de C.V.
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Title: Vice President--Finance
QUAKER FABRIC CORPORATION
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Title: Vice President--Finance
BANKBOSTON, N.A. (F/K/A THE FIRST NATIONAL
BANK OF BOSTON), AS AGENT, AS ISSUING
BANK AND AS A BANK
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Director
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Title: Banking Officer
