SEVENTH AMENDMENT TO CREDIT AGREEMENT 
 
 
     THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 1, 1996 (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"). 
 
                           W I T N E S S E T H: 
 
    WHEREAS, the Borrower, 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, 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 the Lenders to 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 1.1.  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 3.1.6. 
 
     "Agent" is defined in the first recital.  
 
     "Amendment" is defined in the preamble.  
 
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     "Borrower" is defined in the preamble.  
 
     "Co-Agent" is defined in the first recital.  
 
     "Credit Agreement" is defined in the third recital.  
 
     "Existing Credit Agreement" is defined in the first recital.  
 
     "Lenders" is defined in the preamble.  
 
     "Seventh Amendment" is defined in Subpart 3.1.  
 
     "Seventh Amendment Effective Date" is defined in Subpart 3.1. 
 
     SUBPART 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. 
 
                                  PART II 
 
                             AMENDMENTS TO THE 
                         EXISTING CREDIT AGREEMENT 
 
     Effective on (and subject to the occurrence of) the Seventh 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 
that the Existing Credit Agreement is hereby amended 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 2.1.  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 2.1.1. Section 1.1 ("Defined Terms") of the Existing Credit 
Agreement is hereby amended by inserting the following definitions in the 
appropriate alphabetical order: 
 
          "Hartco" means Hartco Flooring Company, a Tennessee corporation, a  
     wholly owned Subsidiary of the Borrower. 
 
          "Hartco Letter of Intent" means the Letter of Intent between the  
     Borrower and Premark International, Inc. dated April 11, 1996. 
 
<PAGE> 
          "Seventh Amendment" means the Seventh Amendment to Credit Agreement,  
     dated as of May 1, 1996 among the Borrower and the Lenders parties  
     thereto. 
 
          "Seventh Amendment Effective Date" is defined in Subpart 3.1 of the  
     Seventh Amendment. 
 
     SUBPART 2.2. 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 and Subpart 2.2.5. 
 
     SUBPART 2.2.1.  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)(i) of such Section, (b) inserting the 
word "and" following the semi-colon appearing at the end of clause (c)(ii) of 
such Section and (c) inserting a new clause (iii) to such Section which shall 
read as follows: 
 
     "(iii) Indebtedness incurred by Hartco in an aggregate principal amount  
     not to exceed $16,500,000 and of the types described in Item  
     7.2.2(c)(iii) of the Disclosure Schedule." 
 
     SUBPART 2.2.2.  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; and  
 
          (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;" 
 
     SUBPART 2.2.3.  Clauses (b), (c) and (e) 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: 
 
<PAGE> 
          Fiscal Year               Ratio 
 
             1995                   3.25:1 
 
             1996                   3.25:1 
 
             1997                   2.75:1 
 
             1998                   2.50:1 
 
             1999                   2.50:1 
 
             2000                   2.50:1;" 
 
     "(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 
 
             1995                     1.00:1 
 
             1996                      .95:1 
 
             1997                     1.05:1 
 
             1998                     1.05:1 
 
             1999                     1.10:1 
 
             2000                     1.10:1;" 
 
<PAGE> 
     "(e) its Net Worth at any time during any Fiscal Year set forth below  
     to be less than the amount set forth opposite such Fiscal Year: 
 
          Fiscal Year                       Minimum Net Worth 
 
             1995                             $115,000,000 
 
             1996                             $130,000,000 
 
             1997                             $140,000,000 
 
             1998                             $150,000,000 
 
             1999 and each                    $150,000,000, plus an 
              Fiscal Year thereafter          amount equal to 25% 
                                              of Net Income for such 
                                              Fiscal Year as of the 
                                              date of determination 
                                              thereof." 
 
     SUBPART 2.2.4.  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; and  
 
          (ii) 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;" 
 
     SUBPART 2.2.5.  Clause (a) of Section 7.2.16 ("No New Subsidaries") of  
the Existing Credit Agreement is hereby amended by deleting the refernce to 
"(i)" and deleting clause (a)(ii) in its entirety. 
 
     SUBPART 2.2.6.  The Disclosure Schedule is hereby amended by adding 
thereto Items 7.2.2(c)(iii) and 7.2.3(c)(ii) as set forth in Annex I hereto. 
 
                                     PART III 
 
                            CONDITIONS TO EFFECTIVENESS 
 
          SUBPART 3.1.  Seventh Amendment Effective Date.  This Amendment (and 
the amendments and modifications contained herein) shall become effective, and 
shall thereafter be referred to as the "Seventh Amendment", on the date (the 
"Seventh Amendment Effective Date") when all of the conditions set forth in 
this Subpart 3.1 have been satisfied. 
 
<PAGE> 
          SUBPART 3.1.1.  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 3.1.2.  Resolutions. etc.  The Agent shall have received in 
form and substance satisfactory to the Agent, 
 
          (a)  a certificate, dated the Seventh 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 Seventh Amendment Effective Date, of  
     the Secretary or Assistant Secretary of Hartco as to 
 
               (i) resolutions of the Board of Directors of Hartco then in  
          full force and effect authorizing the execution, delivery and  
          performance of a guaranty and security agreement (as such are  
          described in Subparts 3.1.3 and 3.1.4, below) and each other Loan  
          Document executed or to be executed by it in connection herewith and  
          therewith; and 
 
               (ii) the incumbency and signatures of those officers of Hartco  
          authorized to act with respect to the guaranty and the security  
          agreement of Hartco described in Subparts 3.1.3 and 3.1.4 below and  
          each other Loan Document executed or to be executed by it 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 Hartco cancelling or amending such prior certificate; 
 
          (c)  a certificate, dated the Seventh Amendment Effective Date, of  
     the Secretary or Assistant Secretary of each other Obligor as to 
 
<PAGE> 
               (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. 
 
     SUBPART 3.1.3.  Delivery of Hartco 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 Hartco, dated as of 
the Seventh Amendment Effective date. 
 
     SUBPART 3.1.4.  Delivery of Hartco 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 Hartco, dated as of the 
Seventh Amendment Effective Date, 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 Hartco 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 Hartco listing all effective financing 
statements which name Hartco as a debtor. 
 
     SUBPART 3.1.5.  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 Seventh Amendment Effective Date. 
 
<PAGE> 
     SUBPART 3.1.6.  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 3.1.7.  Hartco Acquisition.  The Borrower's acquisition of Hartco 
shall have been completed without a material change in the terms of the 
acquisition from those set forth in the Hartco Letter of Intent, except as may 
be otherwise consented to by the Required Lenders.  
 
     SUBPART 3.1.8.  No Material Adverse Change.  Since December 29, 1995, 
there has been no material adverse change in the financial condition, 
operations, assets, business or properties of the Borrower and its 
Subsidiaries, taken as a whole. 
 
     SUBPART 3.1.9.  Fees and Expenses.  The Agent shall have received for its 
own account, or for the account of each Lender, as the case may be, all fees 
and expenses due and payable under Subpart 4.5. 
 
     SUBPART 3.1.10.  Environmental Audits.  The Agent shall have received 
written reports from an environmental consultant relating to environmental 
audits of material real property to be acquired in the acquisition of Hartco 
reasonably satisfactory in scope and results to the Agent. 
 
     SUBPART 3.1.11.  Opinions of Counsel.  The Agent shall have received such 
opinions, each dated the Seventh Amendment Effective Date, in form and 
substance and from counsel satisfactory to the Agent, as the Agent may 
require. 
 
     SUBPART 3.1.12.  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. 
 
                                 PART IV 
 
                       MISCELLANEOUS; REPRESENTATIONS 
 
     SUBPART 4.1.  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 4.2.  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 Seventh Amendment Effective Date, the Credit Agreement). 
 
<PAGE> 
     SUBPART 4.3.  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 4.4.  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 4.5.  Payment of Fees and Expenses.  The Borrower hereby agrees 
to pay and reimburse the Agent for all of its reasonable fees and 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. 
 
     SUBPART 4.6.  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 4.7.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
 
     SUBPART 4.8.  Compliance with Warranties. No Default, etc. Both before 
and after giving effect to the occurrence of the Seventh 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 the  
     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 
 
          (c)  no Default has occurred and is continuing. 
 
     SUBPART 4.9.  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 Seventh 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 Seventh  
     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> 
                                    ANNEX I 
                      TO SEVENTH AMENDMENT TO CREDIT AGREEMENT 
                           DATED AS OF MAY 1, 1996 
 
 
                                                            Item 7.2.2(c)(iii) 
 
1.   $10 Million Industrial Development Building Bonds 
 
     Floating Rate:  3.85% 
 
     Loan Agreement: 
 
          Section 7.6:     Hartco must maintain corporate existence, with  
                           certain exceptions.  Nothing prevents the sale of  
                           stock. 
          Section 9.1:     The note is prepayable at any time.  Otherwise the  
                           obligation lasts until 2009 with letter of credit  
                           obligations. 
          Section 10.4:    Assignment only with issuer's consent and letter of  
                           credit bank's consent. 
 
     Reimbursement Agreement: 
 
          Section 5.4:     Guarantor must cause insurance to be maintained. 
          Section 5.5:     No liens can be placed upon the facility. 
          Section 5.6:     There can be no consolidation or merger of Hartco. 
          Section 8.8:     Assignment only with bank's consent. 
 
     Indenture: 
 
          Section 3.02:    The bonds are optionally redeemable on any date. 
 
2.   $5.4 Million Kentucky Rural Economic Development Bonds (approximately $5 
Million left) 
 
     Fixed Rate:  10% 
 
     Indenture: 
 
          Section 3.1:     The bonds are redeemable at any time at par upon  
                           purchase of the facility for the outstanding bond  
                           balance. 
 
<PAGE> 
     Lease: 
 
          Section 9.1:     Assignment only with lessor's consent. 
          Section 9.4:     The bonds are redeemable at any time. 
          Section 11.1:    Terminable at any time if bonds are paid. 
 
     There is no Premark guaranty, and Premark owns the bonds. 
 
3.   Additional Indebtedness.	In addition to the Indebtedness described above, 
additional Indebtedness of Hartco in an amount not to exceed $1.5 Million. 
 
<PAGE> 
                                                             Item 7.2.3(c)(ii) 
 
Purchase money mortgages, purchase money security interests or other Liens 
granted to secure payment of Indebtedness incurred by Hartco (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).