Exhibit 10.36
AMENDMENT NO. 6
AMENDMENT NO. 6 dated as of September 29, 2006 (this "Amendment") by and
among Quaker Fabric Corporation of Fall River, a Massachusetts corporation (the
"Borrower"), Quaker Fabric Corporation, a Delaware corporation (the "Parent" and
together with the Borrower and the Guarantors signatory hereto, the "Loan
Parties"), Bank of America, N.A. and the other lenders party hereto
(collectively, the "Lenders", and individually, a "Lender") and Bank of America,
N.A., as Administrative Agent, Issuing Bank and Cash Management Bank.
WHEREAS, the Parent, the Borrower, the Lenders party thereto, the
Administrative Agent, the Issuing Bank and the Cash Management Bank are parties
to that certain Revolving Credit and Term Loan Agreement, dated as of May 18,
2005 (as amended and in effect from time to time, the "Credit Agreement");
WHEREAS, the Loan Parties have requested that the Administrative Agent and
the Lenders amend certain of the terms and provisions of the Credit Agreement,
as specifically set forth in this Amendment; and
WHEREAS, 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.
NOW THEREFORE, in consideration of the foregoing, the promises and 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:
1. Amendment. Subject to the satisfaction of the conditions specified in
Section 2 herein, Section 9.1 of the Credit Agreement is hereby amended by
deleting the table contained therein and substituting in lieu thereof the
following new table:
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Month Minimum Consolidated EBITDA
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October of 2006 $1,300,000
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November of 2006 $1,550,000
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December of 2006 $1,200,000
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January of 2007 $1,200,000
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February of 2007 $1,200,000
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2. Condition Precedent. The Administrative Agent, the Lenders and the Loan
Parties agree that this Amendment shall become effective upon the execution
hereof by the Loan Parties, the Required Lenders and the Administrative Agent.
3. No Waiver. Except as otherwise expressly provided for in this Amendment,
all of the terms and conditions of the Credit Agreement and the other Loan
Documents shall remain in full force and effect without modification or waiver.
4. Miscellaneous.
(a) This Amendment shall be governed by and construed in accordance with
the internal laws of the Commonwealth of Massachusetts.
(b) This Amendment shall constitute a Loan Document under the Credit
Agreement, and all obligations included in this Amendment shall constitute
obligations under the Loan Documents and be secured by the collateral security
for the Obligations.
5. Counterparts. This Amendment may be executed in several counterparts and
by each party on a separate counterpart, each of which when executed and
delivered shall be an original, and all of which together shall constitute one
instrument. In proving this Amendment it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
enforcement is sought.
6. Entire Agreement. This Amendment, together with the other Loan Documents
and any other documents executed in connection herewith or therewith express the
entire understanding of the parties with respect to the transactions
contemplated hereby.
7. Severability. The provisions of this Amendment are severable and if any
one clause or provision hereof shall be held invalid or unenforceable in whole
or in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction, and
shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Amendment in any
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
QUAKER FABRIC CORPORATION OF FALL RIVER
QUAKER FABRIC CORPORATION
QUAKER TEXTILE CORPORATION
QUAKER FABRIC MEXICO, S.A. de C.V.
By: /s/ Paul J. Kelly
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Name: Paul J. Kelly
Title: Vice President Finance
BANK OF AMERICA, N.A. individually and
as Administrative Agent, Issuing Bank
and Cash Management Bank
By: /s/ Matthew T. O'Keefe
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Name: Matthew T. O'Keefe
Title: Senior Vice President
WELLS FARGO FOOTHILL, LLC
By: /s/ Jennifer Fong
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Name: Jennifer Fong
Title: AVP
MERRILL LYNCH CAPITAL, A DIVISION OF
MERRILL LYNCH BUSINESS FINANCIAL
SERVICES INC.
By: /s/ James Betz
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Name: James Betz
Title: VP