EXHIBIT 10.1E
SIXTH AMENDMENT
---------------
SIXTH AMENDMENT (this "Amendment"), dated as of October 7, 1999, among
CAF HOLDINGS, INC. ("Holdings"), XXXXXXX & XXXXXX FLOORCOVERINGS, INC. (the
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (each, a "Bank" and, collectively, the "Banks"), and BANKERS TRUST
COMPANY, as Agent for the Banks (in such capacity, the "Agent"). All capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings provided such terms in the Credit Agreement.
W I T N E S S E T H:
-------------------
WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties
to a Credit Agreement, dated as of February 6, 1997 (as amended, modified or
supplemented to the date hereof, the "Credit Agreement");
WHEREAS, the Borrower has requested a certain amendment to the Credit
Agreement as described below; and
WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendment to Credit Agreement.
-----------------------------
1. Section 8.13 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of subclause (x) of the proviso
appearing in clause (i) of said Section and inserting a comma in lieu thereof
and (ii) inserting the following text at the end of clause (i) of said Section:
"and (z) the Borrower may repurchase Senior Subordinated Notes on
the open-market in an aggregate principal amount for all
purchases made after the Sixth Amendment Effective Date (as
defined in the Sixth Amendment to this Agreement, dated as of
October 7, 1999) pursuant to this clause (z) not to exceed
$10,000,000, so long as (I) no Default or Event of Default then
exists or would result therefrom and (II) the purchase price for
such Senior Subordinated Notes does not exceed $1,000 per $1,000
principal amount thereof".
II. Miscellaneous Provisions.
------------------------
1. In order to induce the Banks to enter into this Amendment, each
of Holdings and the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Sixth Amendment
Effective Date (as defined below), both before and after giving effect to
this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement or the other Credit Documents are true and correct in all
material respects on the Sixth Amendment Effective Date both before and
after giving effect to this Amendment, with the same effect as though such
representations and warranties had been made on and as of the Sixth
Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all
material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Sixth
Amendment Effective Date") when Holdings, the Borrower and the Required Banks
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its Notice Office.
6. From and after the Sixth Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
* * *
-2-
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
CAF HOLDINGS, INC.
By________________________________________________
Title:
XXXXXXX & XXXXXX FLOORCOVERINGS, INC.
By________________________________________________
Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By________________________________________________
Title:
FIRST SOURCE FINANCIAL LLP
By________________________________________________
Title:
XXXXXX FINANCIAL, INC.
By________________________________________________
Title:
LASALLE NATIONAL BANK
By________________________________________________
Title:
-3-
BANKBOSTON, N.A.
By________________________________________________
Title:
FIRST UNION NATIONAL BANK
By________________________________________________
Title:
LTCB TRUST COMPANY
By________________________________________________
Title:
SANWA BUSINESS CREDIT CORPORATION
By________________________________________________
Title:
SENIOR DEBT PORTFOLIO
By________________________________________________
Title:
WACHOVIA BANK, N.A.
By________________________________________________
Title:
-4-
