SIXTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
Sixth Amendment dated as of March 26, 1999 (the "Amendment"), by and
between (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) the banks (collectively, the "Banks") listed on the signature
pages hereto, and (d) BANKBOSTON, N.A. (f/k/a The First National Bank of Boston)
as agent (the "Agent") for the Banks, amending certain provisions of the Amended
and Restated Credit Agreement dated as of December 18, 1995 (as amended and in
effect from time to time, the "Credit Agreement") by and between the Borrowers,
the Parent, the Banks and the Agent. Terms not otherwise defined herein which
are defined in the Credit Agreement shall have the same respective meanings
herein as therein.
WHEREAS, the Borrowers, the Parent and the Banks have agreed to modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this Amendment;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
'SS' 1. Amendment to Section 2 of the Credit Agreement. Section 2.20(a)
of the Credit Agreement is hereby amended by replacing the table appearing
therein with the following table:
------------------- --------------- ----------------- ----------------- -----------------
Applicable Applicable
Eurodollar Reference Applicable
Leverage Rate Rate Applicable Commitment
Ratio Margin Margin L/C Fee Fee
------------------- --------------- ----------------- ----------------- -----------------
Greater than or
equal to 3.00 :1.00 1.625% 0% 0.375% 0.375%
------------------- --------------- ----------------- ----------------- -----------------
2
------------------- --------------- ----------------- ----------------- -----------------
Less than 3.00 :
1.00 but greater
than or equal to
2.50 : 1.00 1.375% 0% 0.375% 0.375%
------------------- --------------- ----------------- ----------------- -----------------
Less than 2.50 :
1.00 but greater
than or equal to
2.00 : 1.00 1.25% 0% 0.375% 0.375%
------------------- --------------- ----------------- ----------------- -----------------
Less than 2.00 :
1.00 but greater
than or equal to
1.50 : 1.00 1.125% 0% 0.30% 0.30%
------------------- --------------- ----------------- ----------------- -----------------
Less than 1.50 :
1.00 but greater
than or equal to
1.00 : 1.00 0.875% 0% 0.25% 0.25%
------------------- --------------- ----------------- ----------------- -----------------
Less than 1.00 :
1.00 0.75% 0% 0.25% 0.25%
------------------- --------------- ----------------- ----------------- -----------------
'SS' 2. Amendment to Section 5 of the Credit Agreement. Section 5.23(b) of
the Credit Agreement is hereby amended in its entirety to read as follows:
"(b) Debt Service Coverage Ratio. The Parent and the
Company shall not permit the Debt Service Coverage Ratio,
calculated as of the last day of each fiscal quarter of the
Parent and its Subsidiaries, to be less than (A) 1.00 to 1.00 for
the period of four consecutive fiscal quarters ending Xxxxx 0,
0000, (X) 0.85 to 1.00 for the period of four consecutive fiscal
quarters ending July 3, 1999, (C) 1.25 to 1.00 for the period of
four consecutive fiscal quarters ending October 2, 1999 and (D)
1.50 to 1.00 for each period of four consecutive fiscal quarters
ending after October 2, 1999."
'SS' 3. Conditions to Effectiveness. This Amendment shall not become
effective until the Agent receives the following:
(a) a counterpart of this Amendment, executed by the each
of the Borrowers, the Parent and the Majority Banks; and
(b) an amendment fee of $50,000 paid by the Borrowers to the
Agent for the pro rata account of each Bank based on such Bank's Commitment
percentage.
'SS' 4. Representations and Warranties. The representations and
warranties of the Borrowers and the Parent contained in the Credit Agreement
were true and correct when made
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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.
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'SS' 5. Ratification, Etc. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Amendment shall be read and construed as a single
agreement. All references in the Credit Agreement or any related agreement or
instrument to the Credit Agreement shall hereafter refer to the Credit Agreement
as amended hereby.
'SS' 6. No Waiver. Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the
Borrowers or the Parent or any rights of the Agent or the Banks consequent
thereon.
'SS' 7. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
'SS' 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT
REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a
document under seal as of the date first above written.
QUAKER FABRIC CORPORATION OF FALL RIVER
By:______________________________________
Title:
QUAKER TEXTILE CORPORATION
By:______________________________________
Title:
QUAKER FABRIC MEXICO, S.A. de C.V.
By:______________________________________
Title:
QUAKER FABRIC CORPORATION
By:______________________________________
Title:
BANKBOSTON, N.A., (f/k/a The First National
Bank of Boston) as Agent, as Issuing Bank and
as a Bank
By:______________________________________
Title:
FLEET NATIONAL BANK
By:______________________________________
Title:
