QUAKER FABRIC CORPORATION 3,750,000 Shares* Common Stock UNDERWRITING AGREEMENTQuaker Fabric Corp /De/ • June 3rd, 1998 • Broadwoven fabric mills, man made fiber & silk • New York
WITNESSETH:Lease Agreement • March 12th, 1997 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
Exhibit 10.108 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED and RESTATED AGREEMENT made the 17th day of March 2004, by and between QUAKER FABRIC CORPORATION, a Delaware corporation with its principal office at 941 Grinnell Street, Fall River,...Employment Agreement • March 18th, 2004 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Massachusetts
EXHIBIT 10.34 AMENDMENT NO. 5 AMENDMENT NO. 5 dated as of May 6, 2006 (this "Amendment") by and among Quaker Fabric Corporation of Fall River, a Massachusetts corporation (the "Borrower"), Quaker Fabric Corporation, a Delaware corporation (the...Quaker Fabric Corp /De/ • June 6th, 2006 • Broadwoven fabric mills, man made fiber & silk • Massachusetts
SECOND AMENDED AND RESTATED PLEDGE AGREEMENT This SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (this "Agreement") is made as of March 31, 2005, among (i) QUAKER FABRIC CORPORATION OF FALL RIVER, QUAKER TEXTILE CORPORATION, QUAKER FABRIC MEXICO, S.A....Pledge Agreement • April 1st, 2005 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2000 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
5.16.07 PURCHASE AND SALE AGREEMENT This 16th day of May, 2007 (the "Effective Date") 1. PARTIES Quaker Fabric Corporation of Fall River, a Massachusetts corporation, hereinafter called "SELLER," agrees to SELL and M/K Brayton LLC, a Massachusetts...Purchase and Sale Agreement • May 17th, 2007 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Massachusetts
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 15th, 2006 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
EXHIBIT 10.33 March 20, 2006 Mr. Larry Liebenow President and Chief Executive Officer Quaker Fabric Corporation 941 Grinnell Street Fall River, MA 02721 Dear Larry: This letter confirms and sets forth the terms and conditions of the engagement between...Indemnification Agreement • March 23rd, 2006 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
LEASE AGREEMENTLease Agreement • February 25th, 1997 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
QUAKER FABRIC CORPORATION OF FALL RIVER 941 GRINNELL STREET FALL RIVER, MASSACHUSETTS 02721Quaker Fabric Corp /De/ • April 3rd, 1998 • Broadwoven fabric mills, man made fiber & silk • New York
EXHIBIT 10.28 AMENDMENT NO. 2Quaker Fabric Corp /De/ • October 26th, 2005 • Broadwoven fabric mills, man made fiber & silk • Massachusetts
PURCHASE AND SALE AGREEMENT This ___ day of ____________, 2006: 1. PARTIES AND MAILING ADDRESSES Quaker Fabric Corporation of Fall River, a Massachusetts corporation, hereinafter called SELLER, agrees to SELL and Fred Smith of 8 Anvil Drive,...Purchase and Sale Agreement • March 15th, 2006 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Massachusetts
AMENDMENT NO. 3Quaker Fabric Corp /De/ • February 7th, 2006 • Broadwoven fabric mills, man made fiber & silk • Massachusetts
EXHIBIT 10.32 WAIVER AND AMENDMENT NO. 4 WAIVER AND AMENDMENT NO. 4 dated as of March 22, 2006 (this "Amendment") by and among Quaker Fabric Corporation of Fall River, a Massachusetts corporation (the "Borrower"), Quaker Fabric Corporation, a Delaware...Quaker Fabric Corp /De/ • March 23rd, 2006 • Broadwoven fabric mills, man made fiber & silk • Massachusetts
b) Section 1.01 of the Credit Agreement is further amended by inserting, in the 2 -2-Credit Agreement • February 18th, 1997 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Massachusetts
EXECUTION VERSION GUARANTY AGREEMENT THIS GUARANTY AGREEMENT, dated as of March 31, 2005 (the "Guaranty Agreement"), is made by QUAKER TEXTILE CORPORATION, a Massachusetts corporation ("Quaker Textile") and QUAKER FABRIC MEXICO, S.A. de C.V., a...Guaranty Agreement • April 1st, 2005 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 14, 2002Credit Agreement • March 29th, 2002 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Massachusetts
EXHIBIT 10.61 AMENDMENT AGREEMENT NO. 4Credit Agreement • April 3rd, 1998 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Massachusetts
Exhibit 10.45 AMENDMENT NO 1. TO TERM LOAN AGREEMENT This Amendment No. 1 to Term Loan Agreement dated as of November 29, 2006 (this "Amendment") is entered into among Quaker Fabric Corporation of Fall River, a Massachusetts corporation (the...Term Loan Agreement • December 5th, 2006 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Massachusetts
EXHIBIT 1 QUAKER FABRIC CORPORATION 3,400,000 Shares* Common Stock UNDERWRITING AGREEMENTQuaker Fabric Corp /De/ • March 12th, 1997 • Broadwoven fabric mills, man made fiber & silk • New York
GUARANTYGuaranty • November 15th, 2006 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Massachusetts
EXHIBIT 10.107 AMENDMENT NO. 1Software License Agreement • April 3rd, 2003 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
EXHIBIT 10.49 [On GB Merchant Partners Letterhead] July 18, 2007 Quaker Fabric Corporation of Fall River 941 Grinnell Street Fall River, Massachusetts 02721 Attn: Paul J. Kelley, Chief Financial Officer Re: Additional Term Loan Advance...Quaker Fabric Corp /De/ • July 23rd, 2007 • Broadwoven fabric mills, man made fiber & silk
Reference is made to the Term Loan Agreement dated as of November 9, 2006, by and among Quaker Fabric Corporation of Fall River (the "Borrower"), Quaker Fabric Corporation, GB Merchant Partners, LLC, as Administrative Agent (the "Administrative Agent") and the Lenders party thereto (as amended and in effect, the "Loan Agreement"). Capitalized terms used in this letter without definition have the respective meanings ascribed to such terms in the Loan Agreement. Reference is further made to the letter dated July 3, 2007, sent by counsel to the Administrative Agent and the Lenders to the Borrower identifying certain Events of Default which have occurred and continue to exist under the Loan Agreement (the "Default Letter"). Currently, the Administrative Agent and the Lenders are forbearing from exercising rights and remedies in respect of the Events of Default identified in the Default Letter.
W I T N E S S E T HNote Agreement • March 30th, 2000 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • New York
STOCK OPTION AGREEMENT PURSUANT TO THE QUAKER FABRIC CORPORATION 1997 STOCK OPTION PLANStock Option Agreement • April 2nd, 1999 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
EXHIBIT 10.41 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of November 9, 2006, between (a) QUAKER FABRIC CORPORATION OF FALL RIVER, a Massachusetts corporation (the "Borrower"), (b) QUAKER TEXTILE CORPORATION, a Massachusetts corporation ("Quaker...Security Agreement • November 15th, 2006 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
AMENDMENT NO. 1 effective as of March 26, 1999 to the Note Agreement dated as of October 10, 1997 (the "Agreement") between Quaker Fabric Corporation of Fall River (the "Company"), Pruco Life Insurance Company ("Pruco") and The Prudential Insurance...Quaker Fabric Corp /De/ • April 2nd, 1999 • Broadwoven fabric mills, man made fiber & silk • New York
as of December 22, 2004 Quaker Fabric Corporation of Fall River 941 Grinnell Street Fall River, Massachusetts 02721 Attention: Mr. Paul J. Kelly Re: Waiver to Note Agreements Ladies and Gentlemen: Reference is hereby made to the Note Agreement dated...Quaker Fabric Corp /De/ • December 23rd, 2004 • Broadwoven fabric mills, man made fiber & silk
Energy Supply Agreement Select Energy, Inc. 107 Selden Street, Berlin, CT 06037 1-888-810-5678 Buyer:Quaker Fabric Corp /De/ • March 29th, 2002 • Broadwoven fabric mills, man made fiber & silk
1 2 example, the Term shall be extended for a period of three years after March 12, 2005, which shall be to March 12, 2008, unless the Company notifies Employee in writing, received by Employee by March 12, 2004, that the three year period shall not...Employment Agreement • March 12th, 1997 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
AMENDMENT TO SPLIT DOLLAR INSURANCE AGREEMENTSplit Dollar Insurance Agreement • March 30th, 2000 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk
RECITALSEnvironmental Indemnity Agreement • November 15th, 2006 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Massachusetts
WITNESSETH:Lease Extension Agreement • March 29th, 2002 • Quaker Fabric Corp /De/ • Broadwoven fabric mills, man made fiber & silk • North Carolina
1 2 such exhibitions include a type of merchandise sold by Tenant in the Premises. Tenant will fully and promptly comply, and operate the Premises in conformity, with all applicable federal, state and municipal laws, ordinances, codes, regulations and...Quaker Fabric Corp /De/ • March 12th, 1997 • Broadwoven fabric mills, man made fiber & silk • Illinois
