FOURTH AMENDMENT AND WAIVER
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FOURTH AMENDMENT AND WAIVER (this "Amendment"), dated as of April 29,
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:
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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 and waiver 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 and the Banks wish to waive
certain Defaults or Events of Default , in each case as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments and Waivers to Credit Agreement.
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1. Section 8.08(a) of the Credit Agreement is hereby amended by deleting
the amount "$7,400,000" appearing in the table in said Section opposite the
fiscal year ended "January, 1999" and inserting the amount "$7,800,000" in lieu
thereof.
2. The Banks hereby waive any Default or Event of Default that may have
arisen under (i) Section 9.03 of the Credit Agreement prior to the Fourth
Amendment Effective Date solely as a result of the Borrower's failure to comply
with the covenant contained in Section 8.08(a) of the Credit Agreement for the
fiscal year ended January 30, 1999 and (ii) Section 9.02 of the Credit Agreement
prior to the Fourth Amendment Effective Date solely as a result of any
misrepresentation made pursuant to the last paragraph of Section 5 of the Credit
Agreement or in a Notice of Borrowing as a result of the Borrower's failure to
comply with the covenant contained in Section 8.08(a) of the Credit Agreement.
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 Fourth Amendment
Effective Date, 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 Fourth 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 Fourth
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 "Fourth
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 Fourth 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.
* * *
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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 & 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:
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Title:
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Title: Senior Vice President
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LASALLE NATIONAL BANK
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Title: Senior Vice President
BANKBOSTON, N.A.
By:
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Title:
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Title: Vice President
FLEET BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxxx X. Xxx Xxxxxxxxxx
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Xxxxxxx X. Xxx Xxxxxxxxxx
Title: Senior Vice President
SENIOR DEBT PORTFOLIO
By:
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Title:
WACHOVIA BANK, N.A.
By: /s/ Xxxxxxx X. X. Xxxxx
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Xxxxxxx X. X. Xxxxx
Title: Assistant Vice President
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