EXHIBIT 10.38
AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS
AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS, dated as of November 9,
2006 (the "AMENDMENT"), by and among (a) QUAKER FABRIC CORPORATION OF FALL
RIVER, a Massachusetts corporation (the "BORROWER"), (b) QUAKER TEXTILE
CORPORATION, a Massachusetts corporation, QUAKER FABRIC MEXICO, S.A. DE C.V., a
Mexican corporation and QUAKER FABRIC CORPORATION, a Delaware corporation
(collectively, the "GUARANTORS", and each individually, a "GUARANTOR"), and (c)
BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for
itself and such other lending institutions (the "LENDERS") which are or may
become parties to that certain Amended and Restated Revolving Credit Agreement,
dated as of the November 9, 2006 (as amended, modified, supplemented or restated
and in effect from time to time, the "CREDIT AGREEMENT") by and among the
Borrower, Quaker Fabric Corporation, the Lenders, the Administrative Agent, and
Bank of America, N.A., as Issuing Bank and Cash Management Bank. Each
capitalized term used herein without definition shall have the same meaning
herein as in the Credit Agreement.
WHEREAS, the Borrower and Quaker Fabric Corporation,, entered into that
certain Revolving Credit and Term Loan Agreement dated as of May 18, 2005 (as
amended, the "EXISTING CREDIT AGREEMENT"), among the Borrower, Quaker Fabric
Corporation, the lenders named therein, and Bank of America, N.A., as
administrative agent ; and
WHEREAS, the Borrower, Quaker Fabric Corporation, the Lenders and the
Administrative Agent have agreed to amend and restate the Existing Credit
Agreement in its entirety pursuant to the Credit Agreement; and
WHEREAS, the Borrower and the Guarantors are members of a group of
related entities, the success of any of which is dependent in part on the
success of the other members of such group; and
WHEREAS, the Borrower, the Guarantors, the Lenders and the
Administrative Agent are parties to the Loan Documents (as defined in the
Existing Credit Agreement); and
WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement that the Borrower and the Guarantors enter into this Amendment
amending and reaffirming the terms of the Loan Documents;
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. CREDIT AGREEMENT REFERENCES. The parties hereto acknowledge and
agree that each reference to the Existing Credit Agreement, however so defined,
in the Loan Documents (other than the Credit Agreement) from and after the date
hereof shall mean the Existing Credit Agreement as amended and restated pursuant
to the Credit Agreement and each of the Loan Documents (other than the Credit
Agreement) is hereby amended by (a) substituting a reference to the Credit
Agreement as herein defined in place of each reference to the Existing Credit
Agreement (whether referred to by the full name of the Existing Credit Agreement
or by any other name which refers thereto by definition); and (b) substituting
for the definition of each capitalized term defined by reference to the Existing
Credit Agreement the definition of such capitalized term set forth in the Credit
Agreement, including without limitation the definition of the term
"OBLIGATIONS".
2. AMENDMENTS TO SECURITY DOCUMENTS. Each of the Security Documents are
hereby amended by adding the following language at the end of each such Security
Document: "the representations, warranties and covenants of parties hereunder,
and the rights and remedies of the Administrative Agent hereunder, are subject
to the provisions of the Intercreditor Agreement."
3. CONTINUED VALIDITY OF LOAN DOCUMENTS. Except as specifically amended
by this Amendment, the Loan Documents (as amended hereby and by the Credit
Agreement) shall remain in full force and effect, and each of the Borrower and
the Guarantors listed as signatories hereto reaffirms the continued validity of
the Loan Documents (as amended hereby and by the Credit Agreement) and agrees
and confirms that the Obligations are secured under and in accordance with the
Security Documents. Each of the Loan Documents (as amended hereby and by the
Credit Agreement) and this Amendment shall be read and construed as a single
agreement. All references in each of the Loan Documents or any related agreement
or instrument to the Loan Documents shall hereafter refer to each of the Loan
Documents as amended hereby.
4. REPRESENTATIONS AND WARRANTIES. Each of the Borrower and the
Guarantors represents and warrants that all the representations and warranties
as set forth in each of the Loan Documents (as amended hereby and by the Credit
Agreement) are true and correct in all material respects on and as of the date
hereof. All such representations and warranties are hereby ratified, affirmed
and incorporated herein by reference, with the same force and effect as though
set forth herein in their entirety.
5. DEFINITIONS. Each capitalized term used herein without specific
definition shall have the same meaning herein as in the Credit Agreement.
6. NO WAIVER. Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the Borrower
or the Guarantors, or any right of the Administrative Agent or any Lenders
consequent thereon.
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.
8. GOVERNING LAW. THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS A SEALED
INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS
OR CHOICE OF LAWS).
9. EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective as
of the date hereof upon receipt by the Administrative Agent of counterparts of
this Amendment duly executed by each of the Borrower, the Guarantors, and the
Administrative Agent and the occurrence of the Closing Date under the Credit
Agreement.
2
Signature Page to Amendment and Reaffirmation of Loan Documents
BUSDOCS/1591205.4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Reaffirmation of Loan Documents to be executed by their duly authorized officers
as a sealed instrument as of the date first set forth above.
QUAKER FABRIC CORPORATION OF FALL RIVER
By:_________________________________
Name:
Title:
QUAKER TEXTILE CORPORATION
By:_________________________________
Name:
Title:
QUAKER FABRIC MEXICO, S.A. DE C.V.
By:_________________________________
Name:
Title:
QUAKER FABRIC CORPORATION
By:_________________________________
Name:
Title:
3
Signature Page to Amendment and Reaffirmation of Loan Documents
BUSDOCS/1591205.4
BANK OF AMERICA, N.A.,
By:_________________________________
Name:
Title:
4