THIRD AMENDMENT
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THIRD AMENDMENT (this "Amendment"), dated as of October 9, 1998, 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:
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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.
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1. Section 8.13 of the Credit Agreement is hereby amended by (i)
inserting the text "(x)" immediately after the text "provided, that" appearing
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in clause (i) of said Section and (ii) inserting the following text at the end
of clause (i) of said Section:
"and (y) the Borrower may repurchase Senior Subordinated Notes on the open-
market in an aggregate principal amount for all purchases made after the
Third Amendment Effective Date pursuant to this clause (y) not to exceed
$5,000,000, 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 $1,050 per $1,000 principal amount
thereof".
II. Miscellaneous Provisions.
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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 Third Amendment
Effective Date, 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 Third 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 Third 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 "Third
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 Third 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.
* * *
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: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Title: Director
XXXXXXX & XXXXXX FLOORCOVERINGS INC.
BY: /s/ Xxxxxx X. XxXxx
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Xxxxxx X. XxXxx
Title: Vice President and
Chief Financial Officer
BANKERS TRUST COMPANY
Individually and as Agent
BY: /s/ Xxxx Xxx Xxxxx
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Xxxx Xxx Xxxxx
Title: Managing Director
FIRST SOURCE FINANCIAL LLP By:
FIRST SOURCE FINANCIAL, INC. ITS AGENT MANAGER
BY: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Title: Senior Vice President
XXXXXX FINANCIAL, INC.
BY: /s/ Xxxxxx X. Rulhm
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Xxxxxx X. Rulhm
Title: Assistant Vice President
LASALLE NATIONAL BANK
BY: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Title: Vice President
BANK OF BOSTON, N.A.
BY: /s/ Xxxxx Van Der Xxxxx
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Xxxxx Van Der Xxxxx
Title: Vice President
First Union National Bank
BY: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Title: Vice President
LTCB TRUST COMPANY
BY: /s/ Xxxxxxx X. X. Silleit
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Xxxxxxx J. S. Silleit
Title: Sr. Vice President
SANWA BUSINES CREDIT CORPORATION
BY: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
BY: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
BY: /s/ Xxxxxxx X. X. Xxxxx
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Xxxxxxx X. X. Xxxxx
Title: Assistant Vice President
Each of the undersigned, each being a Guarantor under, and as defined in, the
Credit Agreement referenced in the foregoing Third Amendment, hereby consents to
the entering into of the Third Amendment and agrees to the provisions thereof
(including, without limitation, Sections 7 and 8 of Part II thereof).
