EXHIBIT 4.8 
 
                     ELEVENTH AMENDMENT TO CREDIT AGREEMENT 
 
     THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of September 30, 
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"), 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 (as amended or otherwise modified prior to the date hereof, "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: 
 
 
                                   PART I. 
                                 DEFINITIONS 
 
     SUBPART I.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 preamble.  
 
     "Amendment" is defined in the preamble.  
 
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     "Borrower" is defined in the preamble.  
 
     "Co-Agent" is defined in the preamble. 
 
     "Credit Agreement" is defined in the third recital.  
 
     "Eleventh Amendment" is defined in Subpart 3.1.  
 
     "Eleventh Amendment Effective Date" is defined in Subpart 3.1. 
 
     "Existing Credit Agreement" is defined in the first recital.  
 
     "Lenders" is defined in the preamble.  
 
     "Restructuring Subsidiaries" means, collectively, BHFG Corp.,  
                    BHFL Corp.,  HFCG Corp., HFCL Corp., DTM Corp.  
                    and Hartco Hardwood Flooring L.P., all organized  
                    under the laws of the State of Delaware, and  
                    Bruce Hardwood Flooring L.P., organized under  
                    the laws of the State of Texas. 
 
     "Restructuring Transactions" means the transactions described in Annex I 
hereto. 
 
     SUBPART I.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. 
 
 
                                    PART II. 
 
                       AMENDMENTS TO AND CONSENTS UNDER THE 
                          EXISTING CREDIT AGREEMENT 
 
     Effective on (and subject to the occurrence of) the Eleventh Amendment 
Effective Date, and in reliance upon the representations and warranties made 
herein and in each other agreement furnished to the Agent pursuant to the 
terms hereof or in connection herewith, the parties hereto hereby agree that 
the Existing Credit Agreement is hereby amended and the consummation of the 
Restructuring Transactions 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. 
 
     SUBPART II.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, Subpart 2.1.2 and Subpart 2.1.3.  
 
     SUBPART II.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: 
 
<PAGE> 
          "'Master Subordination Agreement' means that certain Intercompany  
     Subordination Agreement dated September 30, 1997 among the Borrower, the  
     Agent Hartco, RHF, Worldwide Kitchens and the Restructuring Subsidiaries. 
 
          "'Restructuring Subsidiaries' means, collectively, BHFG Corp., BHFL  
     Corp.,  HFCG Corp., HFCL Corp., DTM Corp. and Hartco Hardwood Flooring  
     L.P., all organized under the laws of the State of Delaware, and Bruce  
     Hardwood Flooring L.P., organized under the laws of the State of Texas."  
 
          "'Restructuring Transactions' means the transactions described in  
     Item 7.2.11 to the Disclosure Schedule." 
 
     SUBPART II.1.2.  The following defined terms in Section 1.1 ("Defined 
Terms") of the Existing Credit Agreement are hereby amended in their entirety 
to read as follows: 
 
          "'Other Rental Obligations' means (without duplication) all monetary  
     obligations of the Borrower or any of its Subsidiaries under any leasing  
     or similar arrangement which, in accordance with GAAP, would not be  
     classified as capitalized leases." 
 
          "'Subsidiary' means, with respect to any Person, any Person of which  
     more than 50% of the outstanding capital stock having ordinary voting  
     power to elect a majority of the board of directors of such Person  
     (irrespective of whether at the time capital stock of any other class or  
     classes of such corporation shall or might have voting power upon the  
     occurrence of any contingency), or if such Person is not a corporation,  
     more than 50% of the outstanding shares, interests, participation or  
     other equivalents (however designated) of such Person, is at the time  
     directly or indirectly owned by such Person, by such Person and one or  
     more other Subsidiaries of such Person, or by one or more other  
     Subsidiaries of such Person." 
 
     SUBPART II.1.3.  Clause (b)(vi) of the definition of "Fixed Charge 
Coverage Ratio" in Section 1.1 ("Defined Terms") is hereby amended to read in 
its entirety as follows: 
          "(vi) the aggregate amount of Investments made by the Borrower and  
     its Subsidiaries during such period, but only to the extent that such  
     amount, when aggregated with the amount of all other Investments made  
     since the Eleventh Amendment Effective Date, exceeds $35,000,000."  
 
     SUBPART II.2.  Amendments to Article VI ("REPRESENTATIONS AND 
WARRANTIES").  Article VI of the Existing Credit Agreement is hereby amended 
in accordance with Subparts 2.2.1, Subpart 2.2.2 and Subpart 2.2.3. 
    SUBPART II.2.1.  Section 6.1 ("Organization, etc.") of the Existing Credit 
Agreement is hereby amended in its entirety to read as follows: 
 
           "SECTION 6.1.  Organization, etc.  The Borrower and each of its  
     Subsidiaries which is a corporation or partnership is validly organized  
     and existing and in good standing under the laws of the State or other  
     jurisdiction of its organization, having all corporate or partnership  
     powers required to carry on its business and enter into and carry out the  
     transactions contemplated hereby.  The Borrower and each of its  
<PAGE> 
     Subsidiaries is duly qualified to do business and is in good standing as  
     a foreign organization in each jurisdiction where the failure so to  
     qualify could have a Material Adverse Effect, and has full power and  
     authority and holds all requisite governmental licenses, permits and  
     other approvals to enter into and perform its Obligations under this  
     Agreement, the Notes and each other Loan Document to which it is a party  
     and to own and hold under lease its property and to conduct its business  
     substantially as currently conducted by it."   
 
     SUBPART II.2.2.  Section 6.2 ("Due Authorization, Non-Contravention, 
etc") of the Existing Credit Agreement is hereby amended by adding the words 
"or partnership" after the word "corporate" as it occurs in the next to last 
line of the first paragraph. 
 
     SUBPART II.2.3.  Section 6.5 ("Financial Information") of the Existing 
Credit Agreement is hereby amended by adding the words "or partnerships" after 
the word "corporations" in the next to last line of the first paragraph. 
 
     SUBPART II.3.  Amendments to Article VII ("COVENANTS").  Article VII of 
the Existing Credit Agreement is hereby amended in accordance with Subparts 
2.3.1, Subpart 2.3.2, Subpart 2.3.3, Subpart 2.3.4, Subpart 2.3.5, Subpart 
2.3.6 and Subpart 2.3.7. 
 
     SUBPART II.3.1.  Section 7.1.2 ("Compliance with Laws, etc.") of the 
Existing Credit Agreement is hereby amended by adding the words "or 
partnership" after the word "corporate" in the first line of clause (a) of 
Section 7.2.2. 
 
     SUBPART II.3.2.  Section 7.2.2 ("Indebtedness") of the Existing Credit 
Agreement is hereby amended by: 
 
          (a)  (i) Deleting the word "and" at the end of Section  
     7.2.2(c)(iii), (ii) deleting the period at the end of such subsection,  
     (iii) inserting a semi-colon and the word "and" at the end of clause  
     (c)(iv) of such subsection and (iv) inserting a new clause (v) to such  
     subsection which shall read as follows: 
 
               "(v) Indebtedness of the Borrower and Hartco existing on the  
          date on which the Restructuring Transactions are consummated which  
          is assumed by the Restructuring Subsidiaries as part of the  
          Restructuring Transactions." 
 
          (b)  Amending  Section 7.2.2(f) in its entirety to read as follows: 
 
               "(f)  Indebtedness (other than trade payables incurred in the  
          ordinary course of business as allowed in clause (e) above) of (i)  
          the Borrower to any of its Subsidiaries that have delivered the  
          Master Subordination Agreement; (ii) a Subsidiary of the Borrower to  
          the Borrower; provided, that such Subsidiary shall not become liable  
          to any Person other than the Borrower in respect of such  
          Indebtedness, and the amount of such Indebtedness incurred after the  
          Closing Date shall not exceed an amount equal to the principal  
          amount of Credit Extensions attributable to the Net Asset Value of  
          Eligible Accounts and Eligible Inventory of such Subsidiary that  
          have been utilized in arriving at the then existing Borrowing Base  
<PAGE> 
          Amount; and in the event any such intercompany Indebtedness shall be  
          evidenced by a note or other instrument, such note or other  
          instrument shall be delivered to the Agent;"  
 
          (c)  Amending Section 7.2.2(h) in its entirety to read as follows: 
 
               "(h) Indebtedness of the Borrower (i) in respect of its  
          guaranty of Other Rental Obligations of any of its Subsidiaries  
          incurred pursuant to the limits set forth in Section 7.2.8(k); and  
          (ii) under the Borrower Guaranty;" 
 
          (d)  Renumbering the subsections following subsection (h) as  
     subsections (i), (j), (k), and (l), respectively. 
 
          (e)  Amending Section 7.2.2(l) in its entirety to read as follows: 
 
               "(l)  Indebtedness of Permitted Foreign Subsidiaries to Persons  
          other than the Borrower in an amount not in excess of $2,000,000,  
          and Contingent Liabilities of the Borrower in respect thereof  
          (calculated without duplication of specific Indebtedness and the  
          Contingent Obligations arising in respect thereof);" 
 
     SUBPART II.3.3.  Section 7.2.3 ("Liens") of the Existing Credit Agreement 
is hereby amended by: 
 
          (a)  (i)  inserting the word "and" following the semi-colon  
     appearing at the end of clause (c)(iii) of Section 7.2.3 and (ii)  
     inserting a new clause (iv) to such subsection which shall read as  
     follows: 
 
               "(iv) on assets of the Borrower and Hartco conveyed to the  
          Restructuring Subsidiaries as part of the Restructuring  
          Transactions, (including Liens securing the Obligations) which are  
          existing on the date on which the Restructuring Transactions are  
          consummated and which may be regranted, ratified and continued by  
          the Restructuring Subsidiaries;" 
 
     SUBPART II.3.4.  Section 7.2.5 ("Investments") of the Existing Credit 
Agreement is hereby amended by: 
 
          (a)  (i) Deleting the word "and" following the semi-colon appearing  
     at the end of clause (e)(ii) of such subsection, (ii) inserting the word  
     "and" following the semi-colon appearing at the end of clause (e)(iii) of  
     such subsection and (iii) inserting a new clause (iv) to such subsection  
     which shall read as follows: 
 
               "(iv) Investments by the Borrower or any of its Subsidiaries in  
          any of the Restructuring Subsidiaries, or by any such Restructuring  
          Subsidiary in any other Restructuring Subsidiary, by way of  
          contributions to capital or loans or advances, in connection with  
          the Restructuring Transactions;" 
 
     SUBPART II.3.5.  Section 7.2.8 ("Rental Obligations") is hereby amended 
in its entirety to read as follows: 
 
<PAGE> 
            "SECTION 7.2.8.  Rental Obligations Rental Obligations Rental  
     ObligationsRental Obligations.  The Borrower will not, and will not  
     permit any of its Subsidiaries to, enter into at any time any arrangement  
     which does not create a Capitalized Lease Liability and which involves  
     the leasing by the Borrower or any of its Subsidiaries from any lessor of  
     any real or personal property (or any interest therein), except Other  
     Rental Obligations which will not require the payment of an aggregate  
     amount of rentals by the Borrower and its Subsidiaries in any Fiscal Year  
     in excess of the amount set forth below opposite such Fiscal Year  
     (provided, that any calculation made for purposes of this Section shall  
     exclude any amounts required to be expended for maintenance and repairs,  
     insurance, taxes, assessments, and other similar charges and shall also  
     exclude any amounts owed with respect to leases between the Borrower and  
     any of its Subsidiaries or between Subsidiaries of the Borrower): 
 
                                        Aggregate Amount 
               Fiscal Year                 of Rentals    
               -----------              ---------------- 
 
                 1996                      $7,500,000 
 
                 1997                      $9,000,000 
 
                 1998                     $13,500,000 
 
                 1999                     $14,000,000 
 
                 2000                     $14,000,000." 
 
     SUBPART II.3.6.  Section 7.2.11 (Asset Dispositions, etc.) of the 
Existing Credit Agreement is hereby amended by (i) deleting the word "or" at 
the end of subsection (d) thereof; (ii) deleting the period at the end of 
subsection (e) thereof and (iii) inserting a new subsection (f) which shall 
read as follows: 
 
          "(f)  the sale, transfer, lease, contribution or conveyance of  
     assets of the Borrower and Hartco to the Restructuring Subsidiaries and  
     the conveyance of assets of Hartco to the Borrower as part of the  
     Restructuring Transactions." 
 
     SUBPART II.3.7.  The Disclosure Schedule is hereby amended by adding 
thereto Item 7.2.11 as set forth in Annex I hereto and by replacing Item 6.8 
"Existing Subsidiaries" with Item 6.8 as set forth in Annex II hereto. 
 
 
                                 PART III. 
 
                         CONDITIONS TO EFFECTIVENESS 
 
     SUBPART III.1.  Eleventh Amendment Effective Date.  This Amendment (and 
the amendments and modifications contained herein) shall become effective, and 
shall thereafter be referred to as the "Eleventh Amendment", on the date (the  
<PAGE> 
"Eleventh Amendment Effective Date") when all of the conditions set forth in 
this Subpart 3.1 have been satisfied. 
 
     SUBPART III.1.1.  Delivery of Guaranties. 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 each of the 
Restructuring Subsidiaries or, if such Restructuring Subsidiary is a limited 
partnership, its General Partner, dated as of the Eleventh Amendment Effective 
date (the "Guaranties"). 
 
     SUBPART III.1.2.  Delivery of the Security Agreements. 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 each of the Restructuring 
Subsidiaries or, if such Restructuring Subsidiary is a limited partnership, 
its General Partner, dated as of the Eleventh Amendment Effective Date (the 
"Security Agreements"), 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 (other than the Agent) in any collateral described in such security 
agreement previously granted by any Person, (ii) Uniform Commercial Code 
financing statements naming each of the Restructuring Subsidiaries 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 
effectuation of the Restructuring Transactions listing all effective financing 
statements which name any of Restructuring Subsidiaries as a debtor. 
 
     SUBPART III.1.3.  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 Eleventh Amendment Effective Date. 
 
     SUBPART III.1.4.  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. 
 
     SUBPART III.1.5.  Consummation of the Restructuring Transactions.  The 
Restructuring Transactions shall have been completed without a material change 
in the terms of the Restructuring Transactions from those set forth in Annex I 
hereto, except as may be otherwise consented to by the Required Lenders. 
 
     SUBPART III.1.6.  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. 
 
<PAGE> 
     SUBPART III.1.7.  Opinions of Counsel.  The Agent shall have received 
such opinions, each dated the Eleventh Amendment Effective Date, in form and 
substance and from counsel satisfactory to the Agent, as the Agent may 
require. 
 
     SUBPART III.1.8.  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. 
 
     SUBPART III.1.9.  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. 
 
     SUBPART III.1.10.  Resolutions. etc.  The Agent shall have received in 
form and substance satisfactory to the Agent, 
 
          (a)  a certificate, dated the Eleventh 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 Eleventh Amendment Effective Date, of  
     the Secretary or Assistant Secretary of each of the Restructuring  
     Subsidiaries, or if such Restructuring Subsidiary is a limited  
     partnership, its General Partner, as to 
 
               (i)  resolutions of the Board of Directors of each of the  
          Restructuring Subsidiaries, or if such Restructuring Subsidiary is a  
          limited partnership, its General Partner, then in full force and  
          effect authorizing the execution, delivery and performance of a  
          guaranty and security agreement (as such are described in Subparts  
          3.1.1. and 3.1.2, above) and each other Loan Document executed or to  
          be executed by each of the Restructuring Subsidiaries, in the name  
          and on behalf of each of the Restructuring Subsidiaries, in  
          connection herewith and therewith; and 
 
<PAGE> 
               (ii) the incumbency and signatures of those officers of each of  
          the Restructuring Subsidiaries, or if such Restructuring Subsidiary  
          is a limited partnership, its General Partner, authorized to act  
          with respect to the guaranty and the security agreement of each of  
          the Restructuring Subsidiaries described in Subparts 3.1.1 and 3.1.2  
          below and each other Loan Document executed or to be executed by  
          each of the Restructuring Subsidiaries or if such Restructuring  
          Subsidiary is a limited partnership, its General Partner, in the  
          name and on behalf of each of the Restructuring Subsidiaries, 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 each of the Restructuring Subsidiaries cancelling or  
     amending such prior certificate; 
 
          (c)  a certificate, dated the Eleventh 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.                                   
PART IV.
 
MISCELLANEOUS; REPRESENTATIONS

     SUBPART IV.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. 
 
     SUBPART IV.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 Eleventh Amendment Effective Date, the Credit Agreement). 
 
<PAGE> 
     SUBPART IV.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.     SUBPART IV.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. 
 
     SUBPART IV.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; provided that neither the Agent nor any 
Lender shall charge a fee to the Borrower in connection with the Restructuring 
Transactions or this Amendment. 
 
     SUBPART IV.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. 
     SUBPART IV.7.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.     
SUBPART IV.8.  Compliance with Warranties. No Default, etc. Both before and 
after giving effect to the occurrence of the Eleventh 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); 
 
          (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  
<PAGE> 
          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.     SUBPART 
IV.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 Eleventh 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 Eleventh  
     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). 
 
 
 
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<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> 
                                                                       ANNEX I 
 
                               RESTRUCTURING TRANSACTIONS 
 
 
 
<PAGE> 
     As used in the Amendment and the Existing Credit Agreement, the term 
"Restructuring Transactions" means the transactions summarized on the 
attachment hereto. 
 
1.   All sales, marketing and lumber buying operations will be conducted by  
     the Borrower, including any such operations previously conducted by  
     Hartco, and all accounts and notes receivables of Hartco will be  
     transferred to the Borrower. 
 
2.   All of the Borrower's hardwood flooring manufacturing operations (other  
     than those conducted by Hartco) will be transferred to Bruce Hardwood  
     Flooring L.P., a Texas limited partnership of which BHFL Corp. will be  
     the 99% limited partner and BHFG Corp. will be the 1% general partner.   
     All real property and tangible personal property, and all patents,  
     trademarks and other intellectual property, utilized in these operations  
     will be either transferred or leased by the Borrower to, and all  
     associated liabilities will be assumed by, Bruce Hardwood Flooring L.P. 
 
3.   All of Hartco's hardwood flooring and related manufacturing operations  
     will be transferred to Hartco Hardwood Flooring L.P., a Delaware limited  
     partnership to which HFCL Corp. will be the 99% limited partner and HFCG  
     Corp. will be the 1% general partner.  All real property and tangible  
     personal property utilized in these operations and all patents,  
     trademarks and other intellectual property will be transferred by Hartco  
     to Hartco Hardwood Flooring L.P. or transferred to DTM Corp. and then  
     leased by DTM Corp. to Hartco Hardwood Flooring L.P., and all associated  
     liabilities will be assumed by Hartco Hardwood Flooring L.P. or DTM  
     Corp., as the case may be. 
 
 
<PAGE> 
                                                                      ANNEX II 
 
ITEM 6.8           Existing Subsidiaries. 
 
 
Corporate Subsidiaries of Borrower 
 
                                   State of            Ownership 
Name                               Organization            %     
----                               ------------         -------- 
 
Worldwide Kitchens, Inc.           Delaware                100% 
 
Hartco Flooring Company            Tennessee               100% 
 
BHFG Corp.                         Delaware                100% 
 
BHFL Corp.                         Delaware                100% 
 
Robbins Hardwood Flooring, Inc.    Delaware                100% 
 
 
 
Corporate Subsidiary of Hartco Flooring Company 
 
DTM Corp.                          Delaware                100% 
 
HFCG Corp.                         Delaware                100% 
 
HFCL Corp.                         Delaware                100% 
 
 
 
Limited Partnerships 
 
Bruce Hardwood Flooring L.P.       Texas 
                       Limited Partner - BHFL Corp.     99% 
                       General Partner - BHFG Corp.      1% 
 
Hartco Hardwood Flooring L.P.      Delaware 
                       Limited Partner - HFCL Corp.     99% 
                       General Partner - HFCG Corp.      1%