EXHIBIT 10.12
AMENDMENT NO. 1 TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
dated as of August 16, 2004 (this "Amendment"), 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"), and (c) FLEET NATIONAL BANK
(formerly known as The First National Bank of Boston) ("Fleet").
WHEREAS, the Borrowers, the Parent and Fleet are parties to a Second
Amended and Restated Credit Agreement dated as of February 14, 2002 (as amended
and in effect from time to time, the "Credit Agreement"), pursuant to which
Fleet has agreed, upon certain terms and conditions, to make loans and otherwise
extend credit to the Borrowers;
WHEREAS, the Borrowers and the Parent have requested, and Fleet has
agreed, to amend certain provisions of the Credit Agreement on the terms and
conditions set forth herein; 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 premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrowers, the Parent and Fleet hereby agree as
follows:
Section 1. Amendment to Section 5.23 of the Credit Agreement. Section
5.23 of the Credit Agreement is hereby amended deleting Section 5.23(b) in its
entirety and substituting the following new Section 5.23(b) in lieu thereof:
"(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 1.50 to 1.00
for any period of four (4) consecutive fiscal quarters ending after the Closing
Date other than the period of four (4) consecutive fiscal quarters ending
October 2, 2004. For the period of four (4) consecutive fiscal quarters ending
October 2, 2004, the Parent and the Company shall not permit the Debt Service
Coverage Ratio to be less than 0.85 to 1.00."
Section 2. Representations and Warranties. Each Borrower and the Parent
hereby repeats, on and as of the date hereof, each of the representations and
warranties made by such Person in Article 4 of the Credit Agreement, provided,
that all references therein to the Credit Agreement shall refer to such Credit
Agreement as amended hereby. In addition, each Borrower and the Parent hereby
represents and warrants that the execution and delivery by such Person of this
Amendment and the performance by such Person of all of its agreements and
obligations under the
Credit Agreement as amended hereby are within the authority of such Person and
have been duly authorized by all necessary action on the part of such Person.
Section 3. No Waiver. The amendment granted herein is limited strictly
to its terms, shall apply only to the specific transactions described herein,
shall not extend to or affect any of the Borrowers' or the Parent's other
obligations contained in the Credit Agreement and any other document executed in
connection therewith and shall not impair any rights consequent thereon. Fleet
shall not have any obligation to issue any further amendments with respect to
the subject matter contained herein or any other matter. Except as expressly set
forth herein, nothing contained herein shall be deemed to be a waiver of, or
shall in any way impair or prejudice, any rights of Fleet under the Credit
Agreement or any other document executed in connection therewith.
Section 4. No Other Amendments. Except as expressly provided in this
Amendment, all of the terms and conditions of the Credit Agreement shall remain
in full force and effect.
Section 5. Execution in Counterparts. 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.
Section 6. Governing Law; Captions. THIS AMENDMENT SHALL FOR ALL
PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). The captions in this Amendment are for convenience of reference
only and shall not define or limit the provisions hereof.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date first set forth above.
QUAKER FABRIC CORPORATION OF FALL RIVER
By: /s/
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Name:
Title:
QUAKER TEXTILE CORPORATION
By: /s/
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Name:
Title:
QUAKER FABRIC MEXICO, S.A. de C.V.
By: /s/
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Name:
Title:
QUAKER FABRIC CORPORATION
By: /s/
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Name:
Title:
FLEET NATIONAL BANK
By: /s/
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Name:
Title: