EXECUTION 
 
 
 
                      TENTH AMENDMENT TO CREDIT AGREEMENT 
 
     THIS TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 19, 1997 
(this "Amendment"), to the Existing Credit Agreement (as defined below) is 
entered into by and among TRIANGLE PACIFIC CORP., a Delaware corporation (the 
"Borrower"), and the various financial institutions parties hereto 
(collectively, the "Lenders"), BANK OF AMERICA NT&SA as co-agent (the "Co-
Agent") for the Lenders, and the BANK OF NOVA SCOTIA as the agent (the 
"Agent") for the Lenders. 
 
                              W I T N E S S E T H: 
                              - - - - - - - - - -  
 
     WHEREAS, the Borrower, the Lenders, the Co-Agent and the Agent have 
heretofore entered into that certain Credit Agreement, dated as of August 4, 
1993 (together with all Exhibits, Schedules and Attachments thereto, in each 
case as amended or otherwise modified prior to the date hereof, being 
collectively referred to herein as the "Existing Credit Agreement"); 
 
     WHEREAS, the Borrower has requested that the Lenders amend the Existing 
Credit Agreement in certain respects as set forth below; and 
 
     WHEREAS, the Lenders are willing, on the terms and conditions set forth 
below, to amend the Existing Credit Agreement in certain respects as provided 
herein (the Existing Credit Agreement, as amended pursuant to the terms of 
this Amendment, being referred to as the "Credit Agreement"); 
 
     NOW, THEREFORE, in consideration of the premises and the mutual 
agreements herein contained, the Borrower and the Lenders hereby agree as 
follows: 
 
 
I. 
 
                                    DEFINITIONS 
 
1.   Certain Definitions.  The following terms (whether or not underscored) 
when used in this Amendment, including its preamble and recitals, shall, 
except where the context otherwise requires, have the following meanings (such 
meanings to be equally applicable to the singular and plural form thereof): 
 
     "Affirmation and Consent" means the affirmation and consent executed and 
delivered pursuant to Subpart 3.1.4. 
 
     "Agent" is defined in the first recital.  
 
<PAGE> 
     "Amendment" is defined in the preamble.  
 
     "Anderson-Tully Agreement" is defined in Subpart 2.3. 
 
     "Borrower" is defined in the preamble.  
 
     "Co-Agent" is defined in the preamble. 
 
     "Credit Agreement" is defined in the third recital.  
 
     "Existing Credit Agreement" is defined in the first recital.  
 
     "Lenders" is defined in the preamble.  
 
     "RHF" means Robbins Hardwood Flooring, Inc., a Delaware corporation 
formed by Borrower to complete the purchase of the Robbins Assets. 
 
     "Robbins Assets" means the assets of the Robbins Sellers to be purchased 
by the Borrower or RHF pursuant to the Robbins Letter of Intent. 
 
     "Robbins Letter of Intent" means the letter of intent between the 
Borrower and Robbins, Inc., Searcy Flooring, Inc. and James H. Stoehr Jr., 
dated December 23, 1996, as amended to the date of the Tenth Amendment.  
 
     "Robbins Sellers" means, collectively, Robbins, Inc. and Searcy Flooring 
Inc. 
 
     "Tenth Amendment" is defined in Subpart 3.1.  
 
     "Tenth Amendment Effective Date" is defined in Subpart 3.1. 
 
2.   Other Definitions.  Terms for which meanings are provided in the Existing 
Credit Agreement are, unless otherwise defined herein or the context otherwise 
requires, used in this Amendment with such meanings provided therein. 
 
 
III. 
 
 
                       AMENDMENTS TO AND CONSENTS UNDER THE 
                           EXISTING CREDIT AGREEMENT 
 
     Effective on (and subject to the occurrence of) the Tenth Amendment 
Effective Date, and in reliance upon the representations and warranties made 
herein and (if any) in each other agreement furnished to the Agent pursuant to 
the terms hereof or in connection herewith, the parties hereto hereby agree  
<PAGE> 
that the Existing Credit Agreement is hereby amended and the assumption of the 
Anderson-Tully Agreement by Borrower or RHF is hereby consented to, all in 
accordance with this Part II.  Except as expressly so amended or modified by 
this Amendment, the Existing Credit Agreement and each other Loan Document 
shall continue in full force and effect in accordance with their respective 
terms. 
 
1.   Amendments to Article I ("DEFINITIONS AND ACCOUNTING TERMS").  Article I 
of the Existing Credit Agreement is hereby amended in accordance with Subpart 
2.1.1.  
 
1.   Section 1.1 ("Defined Terms") of the Existing Credit Agreement is hereby 
amended by inserting the following definitions in the appropriate alphabetical 
order: 
 
          "RHF" means Robbins Hardwood Flooring, Inc., a Delaware corporation  
     formed by Borrower to complete the purchase of the Robbins Assets. 
 
          "Robbins Assets" means the assets of the Robbins Sellers to be  
     purchased by the Borrower or RHF pursuant to the Robbins Letter of  
     Intent. 
 
          "Robbins Letter of Intent" means the letter of intent between the  
     Borrower and Robbins, Inc., Searcy Flooring, Inc. and James H. Stoehr  
     Jr., dated December 23, 1996, as amended to March 19, 1997.  
 
          "Robbins Sellers" means, collectively, Robbins, Inc. and Searcy  
     Flooring Inc. 
 
2.   Amendments to Article VII ("COVENANTS").  Article VII of the Existing 
Credit Agreement is hereby amended in accordance with Subparts 2.2.1, Subpart 
2.2.2, Subpart 2.2.3, Subpart 2.2.4, Subpart 2.2.5, Subpart 2.2.6 and Subpart 
2.2.7. 
 
1.   Section 7.2.2 ("Indebtedness") of the Existing Credit Agreement is hereby 
amended by (a) deleting the word "and" following the semi-colon appearing at 
the end of clause (c)(ii) of such subsection, (b) inserting the word "and" 
following the semi-colon appearing at the end of clause (c)(iii) of such 
subsection and (c) inserting a new clause (iv) to such subsection which shall 
read as follows: 
 
     "(iv) Indebtedness incurred or assumed by the Borrower or RHF in an  
     aggregate principal amount not to exceed ten million dollars  
     ($10,000,000) and of the types described in Item 7.2.2(c)(iv) of the  
     Disclosure Schedule." 
 
2.   Clause (c) of Section 7.2.3 ("Liens") of the Existing Credit Agreement is 
hereby amended in its entirety to read as follows: 
 
     "(c) Liens 
 
          (i)     granted prior to the Closing Date to secure payment of  
     Indebtedness of the type permitted and described in clause (c)(i) of  
     Section 7.2.2; 
 
<PAGE> 
          (ii)    granted by Hartco to secure the payment of Indebtedness  
     incurred by Hartco in an aggregate principal amount not to exceed  
     $16,500,000 and of the type permitted and described in Item 7.2.3(c)(ii)  
     of the Disclosure Schedule; and 
 
          (iii)   granted or assumed by the Borrower or RHF in the Robbins  
     Assets to secure the payment of Indebtedness described in paragraphs 1, 2  
     and 3 of Item 7.2.2 (c)(iv) of the Disclosure Schedule and of the type  
     permitted and described in Item 7.2.3(c)(iii) of the Disclosure  
     Schedule;" 
 
3.   Clauses (b) and (c) of Section 7.2.4 ("Financial Condition") of the 
Existing Credit Agreement are hereby amended in their respective entireties to 
read as follows: 
 
     "(b) the ratio of Funded Debt (excluding Contingent Liabilities relating  
     to such Debt) to EBITDA, as of the last day of any Fiscal Quarter during  
     each Fiscal Year set forth below to be greater than the ratio set forth  
     opposite such Fiscal Year: 
 
          Fiscal Year                         Ratio 
          -----------                         ----- 
 
          1996                                3.25:1  
 
          1997                                3.00:1 
 
          1998                                2.50:1 
 
          1999                                2.50:1 
 
          2000                                2.50:1; 
 
<PAGE> 
     "(c) the Fixed Charge Coverage Ratio as of the last day of any Fiscal  
     Quarter during each Fiscal Year set forth below to be less than the ratio  
     set forth opposite such Fiscal Year: 
 
                                              Fixed Charge 
          Fiscal Year                         Coverage Ratio 
          -----------                         -------------- 
 
          1996                                   .95:1  
 
          1997                                   .92:1 
 
          1998                                  1.05:1 
 
          1999                                  1.10:1 
 
          2000                                  1.10:1;" 
 
 
4.   Clause (e) of Section 7.2.5 ("Investments") of the Existing Credit 
Agreement is hereby amended in its entirety to read as follows: 
 
     "(e)  
 
          (i)     Investments by the Borrower in Hartco arising from the  
     transaction contemplated by the Hartco Letter of Intent;  
 
          (iii)   Investments by the Borrower in RHF arising from the  
     transaction contemplated by the Robbins Letter of Intent; and  
 
          (iii)   in the ordinary course of business, Investments by the  
     Borrower in any of its Subsidiaries (except Permitted Foreign  
     Subsidiaries), or by any such Subsidiary in any of its Subsidiaries, by  
     way of contributions to capital or loans or advances;" 
 
5.   Section 7.2.7 ("Capital Expenditures, Etc.") of the Existing Credit 
Agreement is hereby amended by (a) deleting the period at the end of such 
subsection and (b) inserting a new clause in place thereof to read as follows: 
 
     "; provided, further, that for Fiscal Year 1997 only, the amount of  
     Permitted Capital Expenditures shall be increased by the Capital  
     Expenditures attributable to the purchase of the Robbins Assets in an  
     amount not to exceed $70,000,000."  
 
6.   Clause (a) of Section 7.2.14 ("Negative Pledges, Restrictive Agreements, 
Etc.") of the Existing Agreement is hereby amended to read in its entirety as 
follows: 
 
<PAGE> 
     "(a) the creation or assumption of any Lien upon its properties, revenues  
     or assets, whether now owned (other than prohibitions contained in  
     documents governing industrial revenue bonds to which Harto or Robbins  
     are parties as in effect on March 19, 1997) or hereafter acquired, or the  
     ability of the Borrower or any other Obligor to amend or otherwise modify  
     this Agrement or any other Loan Document; or" 
 
7.   The Disclosure Schedule is hereby amended by adding thereto Items 
7.2.2(c)(iv) and 7.2.3(c)(iii) as set forth in Annex I hereto. 
 
3.   Consent under Section 7.2.9 ("Take or Pay Contracts").  In connection 
with the purchase of the Robbins Assets, Borrower or RHF intends to assume 
that certain agreement for the purchase of veneers dated as of January 12, 
1995 by and between Anderson-Tully Company and Robbins, Inc. under which 
Borrower will have an irrevocable obligation to purchase up to the required 
amount of veneer when delivered for a five-year term as provided therein (the 
"Anderson-Tully Agreement").  As of the Tenth Amendment Effective Date, Agent 
and each Lender hereby (i) consents to Borrower's or RHF's assumption and 
performance of Robbins, Inc.'s obligations under the Anderson-Tully Agreement, 
and (ii) waives any Default or Event of Default arising under Section 7.2.9 of 
the Existing Credit Agreement directly therefrom.  
 
 
IV. 
 
                          CONDITIONS TO EFFECTIVENESS 
 
1.   Tenth Amendment Effective Date.  This Amendment (and the amendments and 
modifications contained herein) shall become effective, and shall thereafter 
be referred to as the "Tenth Amendment", on the date (the "Tenth Amendment 
Effective Date") when all of the conditions set forth in this Subpart 3.1 have 
been satisfied. 
 
<PAGE> 
1.        Delivery of RHF Guaranty. The Agent shall have received, for the  
     benefit of each Lender, the Issuer and the Agent, a guaranty in respect  
     of the Obligations in a form reasonably satisfactory to the Agent, duly  
     executed and delivered by an Authorized Officer of RHF, dated as of the  
     Tenth Amendment Effective date (the "RHF Guaranty)". 
 
2.        Delivery of RHF Security Agreement. The Agent shall have received,  
     for the benefit of each Lender, the Issuer and the Agent, a security  
     agreement in a form reasonably satisfactory to the Agent, duly executed  
     and delivered by an Authorized Officer of RHF, dated as of the Tenth  
     Amendment Effective Date (the "RHF Security Agreement"), together with  
     such opinions in form and substance and from counsel satisfactory to  
     Agent, as the Agent may require, together with (i) executed copies of  
     proper Uniform Commercial Code Form UCC-3 termination statements, if any,  
     necessary to release all Liens and other rights of any Person in any  
     collateral described in such security agreement previously granted by any  
     Person, (ii) Uniform Commercial Code financing statements naming RHF as  
     the debtor and the Agent as the secured party to be filed under all  
     jurisdictions as may be necessary or, in the opinion of the Agent,  
     desirable to perfect the security interest of the Agent pursuant to such  
     security agreement and (iii) certified copies of Uniform Commercial Code  
     requests for information or similar search reports dated a date  
     reasonably near the date of the acquisition of RHF listing all effective  
     financing statements which name RHF as a debtor. 
 
3.        Solvency Certificate.  The Agent shall have received for the benefit  
     of each Lender, the Issuer and the Agent, a solvency certificate of an  
     Authorized Officer of Borrower, in a form reasonably satisfactory to the  
     Agent, dated as of the Tenth Amendment Effective Date. 
 
4.        Affirmation and Consent.  The Agent shall have received a duly  
     executed copy of the Affirmation and Consent to this Amendment, in a form  
     reasonably satisfactory to the Agent, duly executed and delivered by each  
     Obligor. 
 
5.        Acquisition of Robbins Assets.  The acquisition of the Robbins  
     Assets by Borrower or RHF shall have been completed without a material  
     change in the terms of the acquisition from those set forth in the  
     Robbins Letter of Intent, except as may be otherwise consented to by the  
     Required Lenders.  
 
6.        Expenses.  The Agent shall have received for its own account, or for  
     the account of each Lender, as the case may be, reimbursement of all the  
     Agent's expenses incurred and payable by Borrower under Subpart 4.5. 
 
7.        Environmental Audits.  The Agent shall have received such assurances  
     from the Borrower or reports from an environmental consultant relating to  
<PAGE> 
     environmental audits of material real property to be acquired in the  
     acquisition of the Robbins Assets reasonably satisfactory in scope and  
     results to the Agent. 
 
8.        Opinions of Counsel.  The Agent shall have received such opinions,  
     each dated the Tenth Amendment Effective Date, in form and substance and  
     from counsel satisfactory to the Agent, as the Agent may require. 
 
9.        Legal Details, etc.  All documents executed or submitted pursuant  
     hereto shall be satisfactory in form and substance to the Agent and its  
     counsel.  The Agent and its counsel shall have received all information  
     and such counterpart originals or such certified or other copies or such  
     materials as the Agent or its counsel may reasonably request, and all  
     legal matters incident to the transactions contemplated by this Amendment  
     shall be satisfactory to the Agent and its counsel. 
 
10.       Execution of Counterparts.  The Agent shall have received  
     counterparts of this Amendment, duly executed and delivered on behalf of  
     the Borrower and each of the Lenders. 
 
11.       Resolutions. etc.  The Agent shall have received in form and  
     substance satisfactory to the Agent, 
 
     (a)  a certificate, dated the Tenth Amendment Effective Date, of the 
Borrower's Secretary or Assistant Secretary as to 
 
          (i)  resolutions of the Borrower's Board of Directors then in full  
     force and effect authorizing the execution, delivery and performance of  
     this Amendment and each other Loan Document executed or to be executed by  
     it in connection herewith; and 
 
          (ii) the incumbency and signatures of those officers of the Borrower  
     authorized to act with respect to this Amendment and each other Loan  
     Document executed or to be executed by it in connection herewith,  
 
     upon which certificate each Lender may conclusively rely with respect to  
     the incumbency and signature of such Authorized Officers until it shall  
     have received a further certificate of the Secretary or Assistant  
     Secretary of the Borrower cancelling or amending such prior certificate; 
 
     (b)  a certificate, dated the Tenth Amendment Effective Date, of the 
Secretary or Assistant Secretary of RHF, or of the Secretary or Assistant 
Secretary of the general partner of RHF, as to 
 
          (i)  resolutions of the Board of Directors of RHF, or the general  
     partner of RHF, then in full force and effect authorizing the execution,  
     delivery and performance of a guaranty and security agreement (as such  
<PAGE> 
     are described in Subparts 3.1.1 and 3.1.2, below) and each other Loan  
     Document executed or to be executed by RHF or by the general partner of  
     RHF, in the name and on behalf of RHF, in connection herewith and  
     therewith; and 
 
          (ii) the incumbency and signatures of those officers of RHF, or the  
     general partner of RHF, authorized to act with respect to the guaranty  
     and the security agreement of RHF described in Subparts 3.1.1 and 3.1.2  
     below and each other Loan Document executed or to be executed by RHF or  
     by the general partner of RHF, in the name and on behalf of RHF, in  
     connection herewith and therewith,  
 
     upon which certificate each Lender may conclusively rely with respect to  
     the incumbency and signature of such Authorized Officers until it shall  
     have received a further certificate of the Secretary or Assistant  
     Secretary of RHF cancelling or amending such prior certificate; 
 
          (c)  a certificate, dated the Tenth Amendment Effective Date, of the  
     Secretary or Assistant Secretary of each other Obligor as to 
 
               (i)  resolutions of such Obligor's Board of Directors then in  
          full force and effect authorizing the execution, delivery and  
          performance of the Affirmation and Consent and each other Loan  
          Document executed or to be executed by it in connection herewith;  
          and 
 
               (ii) the incumbency and signatures of those officers of such  
          Obligor authorized to act with respect to the Affirmation and  
          Consent and each other Loan Document executed or to be executed by  
          it in connection herewith, 
 
     upon which certificate each Lender may conclusively rely with respect to  
     the incumbency and signature of such Authorized Officers until it shall  
     have received a further certificate of the Secretary or Assistant  
     Secretary of such Obligor cancelling or amending such prior certificate;  
     and 
 
          (d)  such other documents (certified if requested) or certificates  
     as the Agent may reasonably request with respect to this Amendment, the  
     Affirmation and Consent, any other Loan Document or any Organic Document  
     or approval. 
 
 
V. 
 
                          MISCELLANEOUS; REPRESENTATIONS 
 
1.   Cross-References.  References in this Amendment to any Part or Subpart 
are, unless otherwise specified or otherwise required by the context, to such 
Part or Subpart of this Amendment. 
 
<PAGE> 
2.   Loan Document Pursuant to Existing Credit Agreement.  This Amendment is a 
Loan Document executed pursuant to the Existing Credit Agreement and shall be 
construed, administered and applied in accordance with all of the terms and 
provisions of the Existing Credit Agreement (and, following the Tenth 
Amendment Effective Date, the Credit Agreement). 
 
3.   Successors and Assigns.  This Amendment shall be binding upon and inure 
to the benefit of the parties hereto and their respective successors and 
assigns. 
 
4.   Full Force and Effect; Limited Amendment. Except as expressly amended 
hereby, all of the representations, warranties, terms, covenants, conditions 
and other provisions of the Existing Credit Agreement and the other Loan 
Documents shall remain unamended and unwaived and shall continue to be, and 
shall remain, in full force and effect in accordance with their respective 
terms.  The amendments set forth herein shall be limited precisely as provided 
for herein to the provisions expressly amended herein and shall not be deemed 
to be an amendment to, waiver of, consent to or modification of any other term 
or provision of the Existing Credit Agreement, any other Loan Document 
referred to therein or herein or of any transaction or further or future 
action on the part of the Borrower which would require the consent of the 
Lenders under the Existing Credit Agreement or any of the Loan Documents. 
 
5.   Payment of Expenses.  The Borrower hereby agrees to pay and reimburse the 
Agent for all of its reasonable expenses incurred in connection with the 
negotiation, preparation, execution and delivery of this Amendment and related 
documents, including all reasonable fees and disbursements of counsel to the 
Agent. 
 
6.   Counterparts.  This Amendment may be executed by the parties hereto in 
several counterparts, each of which when executed and delivered shall be 
deemed to be an original and all of which shall constitute together but one 
and the same agreement. 
 
7.   Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN 
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
 
8.   Compliance with Warranties. No Default, etc. Both before and after giving 
effect to the occurrence of the Tenth Amendment Effective Date and the 
amendments to the Existing Credit Agreement set forth above, the Borrower 
represents and warrants to the Lenders that the following statements are true 
and correct: 
 
          (a)  the representations and warranties set forth in Article VI  
     (excluding, however, those contained in Section 6.7) of the Existing  
     Credit Agreement and the representations and warranties set forth in  
     Article III of each Security Agreement and in Article III of each  
     Subsidiary Guaranty and in each other Loan Document are true and correct  
     in all material respects with the same effect as if then made (unless  
     stated to relate solely to an earlier date, in which case such  
     representations and warranties were true and correct as of such earlier  
     date); 
 
<PAGE> 
          (b)  except as disclosed by the Borrower to the Agent and the  
     Lenders pursuant to Section 6.7 of the Existing Credit Agreement, 
 
               (i)     no labor controversy, litigation, arbitration or  
          governmental investigation or proceeding is pending or, to the  
          knowledge of the Borrower, threatened against the Borrower or any of  
          its Subsidiaries which could result in a Material Adverse Effect  
          (including with respect to this Amendment or any other Loan Document  
          delivered in connection herewith); and 
 
               (ii)    no development has occurred in any labor controversy,  
          litigation, arbitration or governmental investigation or proceeding  
          disclosed pursuant to Section 6.7 of the Existing Credit Agreement  
          which could result in a Material Adverse Effect (including with  
          respect to this Amendment or any other Loan Document delivered in  
          connection herewith); and 
 
               (iii)   no Default has occurred and is continuing. 
 
9.   Additional Representations.  In order to induce the Lenders and the 
Agents to enter into this Amendment, the Borrower hereby additionally 
represents and warrants as follows: 
 
          (a)  the execution and delivery of this Amendment and the  
     performance by the Borrower and each of its Subsidiaries of each of their  
     respective obligations hereunder, under each other Loan Document, under  
     the Existing Credit Agreement as amended hereby and, upon the occurrence  
     of the Tenth Amendment Effective Date, under the Credit Agreement are  
     within such Person's corporate powers, have been duly authorized by all  
     necessary corporate action, have received all necessary governmental  
     approvals (if any shall be required), and do not (i) contravene such  
     Person's Organic Documents, (ii) contravene any contractual restriction,  
     law or governmental regulation or court decree or order binding on or  
     affecting such Person or (iii) result in, or require the creation or  
     imposition of, any Lien on any of such Person's properties (other than  
     pursuant to a Loan Document); and 
 
          (b)  this Amendment, each other Loan Document, the Existing Credit  
     Agreement as amended hereby and, upon the occurrence of the Tenth  
     Amendment Effective Date, the Credit Agreement are the legal, valid and  
     binding obligations of the Borrower and each of its Subsidiaries, as  
     applicable, enforceable in accordance with their respective terms (except  
     as such enforceability may be limited by applicable bankruptcy,  
     insolvency, reorganization or similar laws affecting creditors' rights  
     generally and by principles of equity). 
 
 
 
         [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 
 
<PAGE> 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
executed by their respective officers thereunto duly authorized as of the day 
and year first above written. 
 
 
 
                                       TRIANGLE PACIFIC CORP. 
 
 
 
                                       By:  --------------------------------- 
                                            Title: 
 
 
 
                                       THE BANK OF NOVA SCOTIA 
 
 
 
                                        By:  -------------------------------- 
                                             Title: 
 
 
 
                                        BANK OF AMERICA NT&SA 
 
 
 
                                        By:  -------------------------------- 
                                             Title: 
 
 
 
                                        COMERICA BANK - TEXAS 
 
 
 
                                       By:  --------------------------------- 
                                            Title: 
 
 
<PAGE> 
                              DISCLOSURE SCHEDULE 
 
                                                             Item 7.2.2(c)(iv) 
 
 
1.   $8,000,000 Industrial Development Bonds Issued September 1, 1989. 
 
     a.   $5,000,000 City of Warren Arkansas Industrial Development Revenue  
          Bonds, Series A, issued on September 1, 1989, variable interest rate  
          (4.25% at October 31, 1996), due in annual installments through  
          September 1999. 
 
     b.   $3,000,000 City of Warren Arkansas Industrial Development Revenue  
          Bonds, Series B, issued on September 1, 1989, variable interest rate  
          (4.75% at October 31, 1996), due in annual installments through  
          September 1999. 
 
     Loan Agreement: 
 
          Section 6.1:          Robbins must maintain its corporate existence, 
                                with certain exceptions. 
          Section 7.1:          Assignment only to domestic corporation who  
                                assumes all of the obligations of Robbins  
                                thereunder. 
 
      Promissory Note:          Payments of interest and principal due on or  
                                before dates set forth in the Indenture for  
                                payment of principal and interest on the  
                                bonds.  
 
     Reimbursement Agreement: 
 
          Section 9.3:          Robbins may not assign any of its obligations  
                                relating to the bonds or projects financed  
                                thereby      without the consent of the letter  
                                of credit bank. 
 
     Indenture:                The bonds are optionally redeemable by the  
                               issuer on the first day of each March, June,  
                               September and December (provided that Robbins  
                               has previously elected to have the remarketing  
                               agent adjust the interest rate on the bonds  
                               every ninety days). 
 
 
2.   $1,600,000 Economic Development Revenue Bonds Issued February 1, 1994. 
 
     $1,600,000 Arkansas Development Finance Authority Economic Development  
     Revenue Bonds issued February 1, 1994, Series D, 3.25% fixed interest  
     rate, due in annual installments through February 2001. 
 
<PAGE> 
     Loan Agreement: 
 
          Section 5.07:          Searcy must maintain its corporate existence,  
                                 with certain exceptions. 
          Section 5.05:          Assignment only with issuer's or trustee's  
                                 consent. 
 
     Promissory Note:            Payments of interest and principal due on the  
                                 dates set forth on the payment schedule  
                                 attached thereto.  Prepayments only allowed  
                                 in limited circumstances under the loan  
                                 agreement and the indenture before the bonds  
                                 are redeemed.  
 
     Indenture:                  The bonds may not be redeemed until February  
                                 1, 1999. 
 
 
3.   $3,860,000 Industrial Development Bonds Issued October 1, 1996: 
 
     a.   $1,860,000 Arkansas Development Finance Authority Industrial  
          Development Revenue Bonds issued on October 1, 1996, Series J,  
          various fixed interest rates ranging from 4.3% to 5.5%, due in  
          annual installments through September 2006. 
 
     B.   $2,000,000 Arkansas Development Finance Authority Industrial  
          Development Revenue Bonds issued on October 1, 1996, Series K,  
          various fixed interest rates ranging from 4.4% to 5.7%, due in  
          annual installments through September 2006. 
 
     Loan Agreement: 
 
          Section 5.07:          Robbins must maintain its corporate  
                                 existence, with certain exceptions. 
          Section 5.05:          Assignment only with issuer's or trustee's  
                                 consent. 
 
     Promissory Note:            Payments of interest and principal due on the  
                                 dates set forth on the payment schedule  
                                 attached thereto.  Prepayments only allowed  
                                 in limited circumstances under the loan  
                                 agreement and the indenture before the bonds  
                                 are redeemed.  
 
     Indenture:                  The bonds may not be redeemed until October  
                                 1, 2004. 
 
4.   Note payable to Warren Bank and Trust Company in original principal  
     amount of $628,538 and secured by a mortgage on certain land and  
<PAGE> 
     buildings included in the Robbins Assets.  The remaining principal and  
     interest due at the closing of the acquisition will be repaid by Borrower  
     at the closing and the mortgage released. 
 
5.   Notes payable by James H. Stoehr, Jr., Katherine M. Stoehr, Thomas C.  
     Stoehr and James H. Stoehr III to Warren Bank & Trust Co. and others in  
     the aggregate original principal amount of up to $200,000 and secured by  
     a liens on certain land and equipment included in the Robbins Assets.   
     The remaining principal and interest due at the closing of the  
     acquisition will be repaid by Borrower at the closing and the liens  
     released. 
 
 
<PAGE> 
                                                            Item 7.2.3(c)(iii) 
 
Purchase money mortgages, purchase money security interests or other Liens 
granted to secure payment of Indebtedness incurred by Robbins Sellers and 
assumed by Borrower or RHF (a) for the purpose of financing the construction 
of properties or fixed improvements or (b) in respect of Purchase Money 
Obligations for property used in a Permitted Business, and covering only 
(together in each case with accessions and fixtures thereto) the property so 
acquired or the properties or fixed improvements so constructed (it being 
understood that any Lien granted on property so acquired may also encumber and 
extend to properties and fixed improvements constructed thereon, and any Lien 
granted on properties and fixed improvements so constructed may also encumber 
and extend to property so acquired on which such improvements are 
constructed).