[CONFORMED COPY]


                      SIXTH AMENDMENT TO CREDIT AGREEMENT


     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 21, 1995 
(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 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 the Lenders and the Agent to amend 
the Existing Credit Agreement in certain respects as set forth below; and

     WHEREAS, the Lenders and the Agent are willing, on the terms and 
conditions set forth below, to amend the Existing Credit Agreement in certain 
respects as provided herein below (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, the Lenders and the Agent 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, substantially in the form of Annex III 
hereto.

          "Agent" is defined in the preamble.

          "Amendment" is defined in the preamble.

          "Borrower" 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.

          "Sixth Amendment" is defined in Subpart 3.1.

          "Sixth 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.

II

                             AMENDMENTS TO THE
                         EXISTING CREDIT AGREEMENT

     Effective on (and subject to the occurrence of) the Sixth 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.

 .1.  Amendment to Preamble.  The preamble contained in the Existing Credit 
Agreement is hereby amended in its entirety to read as follows:

          THIS CREDIT AGREEMENT, dated as of August 4, 1993, among TRIANGLE 
          PACIFIC CORP., a Delaware corporation (the "Borrower"), the various 
          financial institutions as are or may become parties hereto 
          (collectively, the "Lenders"), BANK OF AMERICA NT&SA, as co-agent 
          (in such capacity, the "Co-Agent") for the Lenders, and THE BANK OF 
          NOVA SCOTIA ("Scotiabank"), as the agent (in such capacity, the 
          "Agent") for the Lenders,

 .2.  Amendments to Article I ("DEFINITIONS AND ACCOUNTING TERMS").  Article I 
of the Existing Credit Agreement is hereby amended in accordance with Subparts 
2.2.1 and 2.2.2.

1.   Section 1.1 ("Defined Terms") of the Existing Credit Agreement is hereby 
amended by inserting the following definitions in the appropriate alphabetical 
order:

          "Base Capital Expenditures" is defined in Section 7.2.7. 

          "Base Rate Margin" means, with respect to any Revolving Loan or 
          Swing Line Loan made or maintained as a Base Rate Loan, a per annum 
          rate based on reference to the Leverage Ratio and Interest Coverage 
          Ratio, in each case as indicated in the Compliance Certificate most 
          recently delivered pursuant to clause (d) of Section 7.7.1, equal 
          to:

          (a)  0.00% per annum, if the Leverage Ratio is less than 0.50:1 and 
               the Interest Coverage Ratio is greater than 4.00:1;

          (b)  0.125% per annum, if the Leverage Ratio is less than 0.55:1 and 
               the Interest Coverage Ratio is greater than 3.50:1 and the 
               foregoing clause (a) does not apply;

          (c)  0.375% per annum, if the Leverage Ratio is less than 0.60:1 and 
               the Interest Coverage Ratio is greater than 3.00:1 and the 
               foregoing clauses (a) and (b) do not apply;

          (d)  0.75% per annum, if the Leverage Ratio is less than 0.65:1 and 
               the Interest Coverage Ratio is greater than 2.75:1 and the 
               foregoing clauses (a), (b) and (c) do not apply;

          (e)  0.875% per annum, if the Leverage Ratio is less than 0.71 and 
               the Interest Coverage Ratio is greater than 2.50:1 and the 
               foregoing clauses (a), (b), (c) and (d) do not apply; and

          (f)  1.375% per annum, if the Leverage Ratio is 0.71 or greater and 
               the Interest Coverage Ratio is 2.50:1 or less.

     The Base Rate Margin shall only be increased or decreased from the then 
     existing Base Rate Margin if each of the Interest Coverage Ratio and 
     Leverage Ratio (as reflected in the most recently delivered Compliance 
     Certificate) is contained within the ranges set forth in the same 
     clause (a), (b), (c), (d), (e) or (f) above; provided, that, in the event 
     the Borrower fails to deliver a Compliance Certificate within 45 days 
     after the end of any Fiscal Quarter as required pursuant to clause (d) of 
     Section 7.1.1, the Base Rate Margin from and including the 46th day after 
     the end of such Fiscal Quarter to but not including the date the Borrower 
     delivers to the Agent a Compliance Certificate shall conclusively be 
     equal to 1.375% per annum.

          "Carry Forward Capital Expenditures" is defined in Section 7.2.7. 

          "Co-Agent" is defined in the preamble.

          "Deutsche Mark" and "DM" mean the lawful currency of Germany.

          "Dollar Equivalent" means, (i) with respect to Dollars or an amount 
          denominated in Dollars, such amount, and (ii) with respect to any 
          monetary amount of a Letter of Credit denominated in a currency 
          other than Dollars, at any time for the determination thereof, the 
          amount of Dollars obtained by converting such foreign currency 
          involved in such computation into Dollars at the spot rate for the 
          purchase of Dollars with the applicable foreign currency as quoted 
          by the Issuer of such Letter of Credit at approximately 11:00 a.m. 
          (New York City time) on the date of determination thereof specified 
          herein.

          "Excepted Capital Expenditures" means, with respect to determining 
          compliance with clause (c) of Section 7.2.4 for Fiscal Year 1996, 
          Base Capital Expenditures actually made during such Fiscal Year 
          pursuant to Section 7.2.7 in an amount not to exceed $5,000,000.

          "Permitted Capital Expenditures" is defined in Section 7.2.7. 

          "Permitted Currency" means Dollars, Deutsche Marks and such other 
          currencies of major nations as shall be designated by the Borrower 
          and acceptable to the Agent (and, if different, the Issuer of the 
          applicable Letter of Credit to be issued in a denomination other 
          than Dollars).

          "Sixth Amendment" means the Sixth Amendment to Credit Agreement, 
          dated as of December 21, 1995, among the Borrower, the Lenders 
          parties thereto and the Agent.

          "Sixth Amendment Effective Date" is defined in Subpart 3.1 of the 
          Sixth Amendment.

2.   Section 1.1 ("Defined Terms") of the Existing Credit Agreement is hereby 
further amended as follows:

     (a)  The definition of "Borrowing Base Amount" is hereby amended in its 
          entirety to read as follows:

               "Borrowing Base Amount" means, at any time, the sum (without 
               duplication) of 

                    (a)  the Net Asset Value of all Eligible Accounts at such 
                         time as then most recently certified by the Borrower 
                         to the Lenders in the most recently delivered 
                         Borrowing Base Certificate;

          plus

                    (b)  the Net Asset Value of all Eligible Inventory 
                         (excluding (i) work in process Inventory and (ii) 
                         logs and lumber) at such time as then most recently 
                         certified by the Borrower to the Lenders in the most 
                         recently delivered Borrowing Base Certificate;

          plus

                    (c)  the Net Asset Value of all work in process Inventory 
                         at such time as then most recently certified by the 
                         Borrower to the Lenders in the most recently 
                         delivered Borrowing Base Certificate;

          plus

                    (d)  subject to the proviso below, the Net Asset Value of 
                         all logs and lumber at such time as then most 
                         recently certified by the Borrower to the Lenders in 
                         the most recently delivered Borrowing Base 
                         Certificate;

          provided, however, that at any time of determination of the 
          Borrowing Base Amount, the amount attributable to clause (d) above 
          shall not exceed 25% of the sum of the amounts attributable to 
          clauses (a), (b), (c) and (d) above.

          (b)  The definition of "Co-Agent" is hereby deleted in its entirety.

          (c)  The definition of "Commitment Fee Rate" is hereby amended in 
               its entirety to read as follows:

               "Commitment Fee Rate" means, with respect to the commitment fee 
               set forth in Section 3.3.1, a per annum rate determined by 
               reference to the Leverage Ratio and Interest Coverage Ratio, in 
               each case as indicated in the Compliance Certificate most 
               recently delivered pursuant to clause (d) of Section 7.1.1, 
               equal to:

                    (a)  0.25% per annum, if the Leverage Ratio is less than 
                         0.50:1 and the Interest Coverage Ratio is greater 
                         than 4.00:1;

                    (b)  0.375% per annum, if the Leverage Ratio is less than 
                         0.71:1 and the Interest Coverage Ratio is greater 
                         than 2.50:1 and the foregoing clause (a) does not 
                         apply; and

                    (c)  0.50% per annum, if the Leverage Ratio is 0.71:1 or 
                         greater and the Interest Coverage Ratio is 2.50:1 or 
                         less.

          The Commitment Fee Rate shall only be increased or decreased from 
          the then existing Commitment Fee Rate if each of the Interest 
          Coverage Ratio and Leverage Ratio (as reflected in the most recently 
          delivered Compliance Certificate) is contained within the ranges set 
          forth in the same clause (a), (b) or (c) above; provided, that, in 
          the event the Borrower fails to deliver a Compliance Certificate 
          within 45 days after the end of any Fiscal Quarter as required 
          pursuant to clause (d) of Section 7.1.1, the Commitment Fee Rate 
          from and including the 46th day after the end of such Fiscal Quarter 
          to but not including the date the Borrower delivers to the Agent a 
          Compliance Certificate shall conclusively be equal to 0.50% per 
          annum.

     (d)  Clause (k) of the definition of "Eligible Accounts" is hereby 
          amended in its entirety to read as follows:

               (k)  with respect to any Account Debtor that the Borrower (or 
                    such Subsidiary) is indebted, such Account shall 
                    constitute an Eligible Account only to the extent of the 
                    excess of such Account over the amount the Borrower (or 
                    such Subsidiary) is indebted to such Account Debtor, or to 
                    the extent that the Borrower (or such Subsidiary) and such 
                    Account Debtor have entered into an agreement whereby the 
                    Account Debtor is prohibited from exercising any right of 
                    setoff with respect to such Account; provided, that this 
                    clause (k) shall not apply to up to a maximum amount of 
                    $300,000 of Accounts that otherwise would be excluded from 
                    being Eligible Accounts as a result of this clause; and

     (e)  The definition of "Eligible Inventory" is hereby amended in its 
          entirety to read as follows:

               "Eligible Inventory" means, with respect to the Borrower or any 
               Subsidiary of the Borrower that has executed and delivered a 
               Subsidiary Security Agreement and a Subsidiary Guaranty in 
               favor of the Agent for the benefit of the Lenders, at the time 
               of any determination thereof any Inventory arising in the 
               ordinary course of business and as to which each of the 
               following requirements has been fulfilled to the reasonable 
               satisfaction of the Agent:

                    (a)  such Inventory is located in the United States at a 
                         facility owned or leased by the Borrower or such 
                         Subsidiary; provided, however, that (i) Inventory 
                         with an aggregate fair market value in excess of 
                         $300,000 and located at a facility leased on the 
                         Effective Date by the Borrower or such Subsidiary 
                         shall not constitute Eligible Inventory unless the 
                         applicable landlord shall have executed and delivered 
                         a waiver or subordination letter in form and 
                         substance satisfactory to the Agent and its counsel 
                         (a "Lessor's Waiver") as to such landlord's release 
                         or subordination of any Lien (whether statutory or 
                         otherwise) on or other rights and claims to all 
                         Inventory located at such facility, and (ii) 
                         Inventory located at any facility that is either 
                         leased by the Borrower or such Subsidiary on the 
                         Effective Date (but which lease is renewed or 
                         extended after the Effective Date), or that is leased 
                         by the Borrower or such Subsidiary after the 
                         Effective Date, in each case shall only constitute 
                         Eligible Inventory if a Lessor's Waiver has been 
                         executed and delivered to the Borrower or such 
                         Subsidiary by the lessor of such facility and, 
                         promptly following any request by the Agent, the 
                         Borrower or such Subsidiary has delivered, or caused 
                         to be delivered, to the Agent, a true and complete 
                         copy of each such Lessor's Waiver;

                    (b)  the Borrower or such Subsidiary has full and 
                         unqualified right to, and has, assigned and granted a 
                         first priority perfected Lien in such Inventory to 
                         the Agent, for its benefit and that of the Lenders, 
                         as security for the Obligations;

                    (c)  the Borrower or such Subsidiary owns such Inventory 
                         free and clear of all Liens in favor of any Person 
                         other than any Lien in favor of the Agent and the 
                         Lenders granted pursuant to this Agreement or another 
                         Loan Document or as otherwise permitted pursuant to 
                         Section 7.2.3 of this Agreement; and

                    (d)  none of such Inventory is obsolete, unsalable, 
                         damaged or otherwise unfit for sale because of a 
                         defect or damage to such Inventory or (except for 
                         logs and lumber) has remained unsold in inventory for 
                         over 180 days.

     (f)  The definition of "Expansion Capital Expenditures" is hereby deleted 
          in its entirety.

     (g)  The definition of "Fee Letter" is hereby amended in its entirety to 
          read as follows:

               "Fee Letter" means the confidential fee letter, dated November 
               7, 1995, between the Borrower and the Agent.

     (h)  The definition of "Fixed Charge Coverage Ratio" is hereby amended in 
its entirety to read as follows:

               "Fixed Charge Coverage Ratio" means, as of the last day of any 
               Fiscal Quarter, the ratio, computed for the period of four 
               consecutive Fiscal Quarters, ending on the close of such Fiscal 
               Quarter of:

                    (a)  EBITDA 

          to

                    (b)  the sum of

                         (i)  actual Capital Expenditures paid in cash during 
                              such period less Excepted Capital Expenditures 
                              made during such period,

               plus

                        (ii)  the amount of good faith cash taxes of the type 
                              described in clause (c) of the definition of 
                              EBITDA paid during such period,

               plus

                       (iii)  cash Interest Expense for such period,

               plus

                        (iv)  all regularly scheduled payments of principal in 
                              respect of Indebtedness of the Borrower and its 
                              Subsidiaries which, upon its incurrence, was 
                              Funded Debt, in each case as paid during such 
                              period,

               plus

                         (v)  dividends (if any) paid in cash during such 
                              period,

               plus

                        (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 Sixth Amendment 
                              Effective Date exceeds $25,000,000.

     (i)  The definition of "Interest Coverage Ratio" is hereby amended in its 
          entirety to read as follows:

               "Interest Coverage Ratio" means, as of the last day of any 
               Fiscal Quarter, the ratio, computed for the period of four 
               consecutive Fiscal Quarters ending on the close of such Fiscal 
               Quarter of:

                    (a)  EBITDA

          to

                    (b)  Interest Expense.

     (j)  The definition of "Interest Period" is hereby amended by deleting 
          the phrase "one, three or six months thereafter" appearing therein 
          and inserting in lieu thereof the following: "one, two, three or six 
          months thereafter".

     (k)  The definition of "Letter of Credit Commitment Amount" is hereby 
          amended in its entirety to read as follows:

                    "Letter of Credit Commitment Amount" means, on any date, a 
                    maximum Dollar Equivalent amount of $25,000,000, as such 
                    amount may be reduced from time to time pursuant to 
                    Section 2.2.

          (1)  The definition of "Letter of Credit Outstandings" is hereby 
               amended in its entirety to read as follows:

               "Letter of Credit Outstandings" means, on any date, an amount 
               equal to the sum of

                    (a)  the then aggregate Dollar Equivalent amount which is 
                         undrawn and available under all issued and 
                         outstanding Letters of Credit 

          plus

                    (b)  the then aggregate Dollar Equivalent amount of all 
                         unpaid and outstanding Reimbursement Obligations.

     (m)  The definition of "Letter of Credit Rate" is hereby amended in its 
          entirety to read as follows:

               "Letter of Credit Rate" means, with respect to any standby 
               Letter of Credit, a per annum rate based on reference to the 
               Leverage Ratio and Interest Coverage Ratio, in each case as 
               indicated in the Compliance Certificate most recently delivered 
               pursuant to clause (d) of Section 7.1.1, equal to:

                    (a)  0.875% per annum, if the Leverage Ratio is less than 
                         0.50:1 and the Interest Coverage Ratio is greater 
                         than 4.00:1;

                    (b)  1.125% per annum, if the Leverage Ratio is less than 
                         0.55:1 and the Interest Coverage Ratio is greater 
                         than 3.50:1 and the foregoing clause (a) does not 
                         apply;

                    (c)  1.375% per annum, if the Leverage Ratio is less than 
                         0.60:1 and the Interest Coverage Ratio is greater 
                         than 3.00:1 and the foregoing clauses (a) and (b) do 
                         not apply;

                    (d)  1.75% per annum, if the Leverage Ratio is less than 
                         0.65:1 and the Interest Coverage Ratio is greater 
                         than 2.75:1 and the foregoing clauses (a), (b) and 
                         (c) do not apply;

                    (e)  1.875 per annum, if the Leverage Ratio is less than 
                         0.71:1 and the Interest Coverage Ratio is greater 
                         than 2.50:1 and the foregoing clauses (a), (b), (c) 
                         and (d) do not apply; and

                    (f)  2.375% per annum, if the Leverage Ratio is 0.71:1 or 
                         greater and the Interest Coverage Ratio is 2.50:1 or 
                         less.

          The Letter of Credit Rate shall only be increased or decreased from 
          the then existing Letter of Credit Rate if each of the Interest 
          Coverage Ratio and Leverage Ratio (as reflected in the most recently 
          delivered Compliance Certificate) is contained within the ranges set 
          forth in the same clause (a), (b), (c), (d), (e) or (f) above; 
          provided, that, in the event the Borrower fails to deliver a 
          Compliance Certificate within 45 days after the end of any Fiscal 
          Quarter as required pursuant to clause (d) of Section 7.1.1, the 
          Letter of Credit Rate from and including the 46th day after the end 
          of such Fiscal Quarter to but not including the date the Borrower 
          delivers to the Agent a Compliance Certificate shall conclusively be 
          equal to 2.375% per annum.

     (n)  The definition of "LIBO Rate Margin" is hereby amended in its 
          entirety to read as follows:

               "LIBO Rate Margin" means, with respect to any LIBO Rate Loan, a 
               per annum rate based on reference to the Leverage Ratio and 
               Interest Coverage Ratio, in each case as indicated in the 
               Compliance Certificate most recently delivered pursuant to 
               clause (d) of Section 7.1.1, equal to:

                    (a)  0.875% per annum, if the Leverage Ratio is less than 
                         0.50:1 and the Interest Coverage Ratio is greater 
                         than 4.00:1;

                    (b)  1.125% per annum, if the Leverage Ratio is less than 
                         0.55:1 and the Interest Coverage Ratio is greater 
                         than 3.50:1 and the foregoing clause (a) does not 
                         apply;

                    (c)  1.375% per annum, if the Leverage Ratio is less than 
                         0.60:1 and the Interest Coverage Ratio is greater 
                         than 3.00:1 and the foregoing clauses (a) and (b) do 
                         not apply;

                    (d)  1.75% per annum, if the Leverage Ratio is less than 
                         0.65:1 and the Interest Coverage Ratio is greater 
                         than 2.75:1 and the foregoing clauses (a), (b) and 
                         (c) do not apply; 

                    (e)  1.875% per annum, if the Leverage Ratio is less than 
                         0.71:1 and the Interest Coverage Ratio is greater 
                         than 2.50:1 and the foregoing clauses (a), (b), (c) 
                         and (d) do not apply; and

                    (f)  2.375% per annum, if the Leverage Ratio is 0.71:1 or 
                         greater and the Interest Coverage Ratio is 2.50:1 or 
                         less.

          The LIBO Rate Margin shall only be increased or decreased from the 
          then existing LIBO Rate Margin if each of the Interest Coverage 
          Ratio and Leverage Ratio (as reflected in the most recently 
          delivered Compliance Certificate) is contained within the ranges set 
          forth in the same clause (a), (b), (c), (d), (e) or (f) above; 
          provided, that, in the event the Borrower fails to deliver a 
          Compliance Certificate within 45 days after the end of any Fiscal 
          Quarter as required pursuant to clause (d) of Section 7.1.1, the 
          LIBO Rate Margin from and including the 46th day after the end of 
          such Fiscal Quarter to but not including the date the Borrower 
          delivers to the Agent a Compliance Certificate shall conclusively be 
          equal to 2.375% per annum.

     (o)  The definition of "Maintenance Capital Expenditures" is hereby 
          deleted in its entirety.

     (p)  The second sentence of the definition of "Net Asset Sale Proceeds" 
          is hereby amended in its entirety to read as follows:

          Notwithstanding anything to the contrary set forth above, Net Asset 
          Sale Proceeds shall be deemed not to include (a) an aggregate amount 
          of up to the first $10,000,000 of proceeds received by the Borrower 
          or any of its Subsidiaries from any sale, transfer, lease, 
          contribution or conveyance of such Person's assets pursuant to 
          clause (b) of Section 7.2.11 to the extent any of such proceeds are 
          used, at the election of the Borrower, to repurchase or otherwise 
          redeem a like principal amount outstanding under the Senior Notes, 
          and (b) an aggregate amount of up to the first $5,000,000 of 
          proceeds received by the Borrower or any of its Subsidiaries from 
          any sale, transfer, lease, contribution or conveyance of any assets 
          of any Permitted Foreign Subsidiary pursuant to clause (b) of 
          Section 7.2.11.

     (q)  The definition of "Net Asset Value" is hereby amended in its 
          entirety to read as follows:

               "Net Asset Value" means, at any time of any determination 
               thereof

                    (a)  with respect to Accounts of the Borrower or any 
                         Subsidiary of the Borrower that has executed and 
                         delivered a Subsidiary Security Agreement and a 
                         Subsidiary Guaranty in favor of the Agent for the 
                         benefit of the Lenders, an amount equal to 85% of the 
                         book value of all Eligible Accounts as reflected on 
                         the books of the Borrower or such Subsidiary in 
                         accordance with GAAP, net of all credits, discounts 
                         and allowances; 

                    (b)  with respect to Inventory (excluding (i) work in 
                         process Inventory and (ii) logs and lumber) of the 
                         Borrower or any Subsidiary of the Borrower that has 
                         executed and delivered a Subsidiary Security 
                         Agreement and a Subsidiary Guaranty in favor of the 
                         Agent for the benefit of the Lenders, an amount equal 
                         to 60% of the lesser of the market value and the cost 
                         of goods (determined on a first-in, first-out basis) 
                         of all Eligible Inventory as reflected on the books 
                         of the Borrower or such Subsidiary as at such time, 
                         valued in accordance with GAAP and net of book 
                         reserves for obsolescence or similar matters;

                    (c)  25% of work in process Inventory (to the extent such 
                         Inventory otherwise constitutes Eligible Inventory); 
                         and

                    (d)  an amount equal to 70% of the aggregate value of all 
                         logs and lumber (to the extent such Inventory 
                         otherwise constitutes Eligible Inventory).

     (r)  The definition of "Other Raw Material Inventory" is hereby deleted 
          in its entirety.

     (s)  The definition of "Other Rental Obligations" is hereby amended in 
          its entirety to read as follows:

               "Other Rental Obligations" means 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.

     (t)  The definition of "Revolving Loan Commitment Amount" is hereby 
          amended in its entirety to read as follows:

               "Revolving Loan Commitment Amount" means, on any date, 
               $90,000,000, as such amount may be reduced from time to time 
               pursuant to Section 2.2.

     (u)  The definition of "Stated Amount" is hereby amended in its entirety 
          to read as follows:

               "Stated Amount" of each Letter of Credit means, on any date, 
               the maximum Dollar Equivalent amount available to be drawn 
               thereunder on such date.

     (v)  The definition of "Stated Maturity Date" is hereby amended in its 
          entirety to read as follows:

               "Stated Maturity Date" means December 21, 2000, the fifth 
               anniversary of the Sixth Amendment Effective Date.

     (w)  The definition of "Swing Line Loan Commitment Amount" is hereby 
          amended in its entirety to read as follows:

               "Swing Line Loan Commitment Amount" means, on any date, 
               $5,000,000, as such amount may be reduced from time to time 
               pursuant to Section 2.2.

 .3.  Amendments to Article II ("COMMITMENTS, BORROWING AND ISSUANCE 
PROCEDURES, NOTES AND LETTERS OF CREDIT").  Article II of the Existing Credit 
Agreement is hereby amended in accordance with Subparts 2.3.1 through 2.3.5.

     SUBPART 2.3.1.  Clause (b) of Section 2.1 ("Commitments") of the Existing 
Credit Agreement is hereby amended in its entirety to read as follows:

          (b)  the Issuer agrees that it will issue Letters of Credit in a 
               Permitted Currency pursuant to Section 2.1.3, and each other 
               Lender severally agrees that it will purchase participation 
               interests in such Letters of Credit pursuant to Section 2.4.7.

     SUBPART 2.3.2.  Clause (a) of Section 2.1.3 ("Letter of Credit 
Commitment") of the Existing Credit Agreement is hereby amended in its 
entirety to read as follows:

          (a)  will issue one or more Letters of Credit denominated in a 
               Permitted Currency upon the request of the Borrower; and

     SUBPART 2.3.3.  Section 2.1.4 ("Issuer Not Permitted or Required to Issue 
Letters of Credit") of the Existing Credit Agreement is hereby amended in its 
entirety to read as follows:

          SECTION  2.1.4.  Issuer Not Permitted or Required to Issue Letters 
          of Credit.  The Issuer shall not be permitted or required to issue 
          any Letter of Credit if, after giving effect thereto,

               (a)  the aggregate Dollar Equivalent amount of all Letter of 
                    Credit Outstandings would exceed the Letter of Credit 
                    Commitment Amount; or

               (b)  the sum of the aggregate Dollar Equivalent amount of all 
                    Letter of Credit Outstandings plus the aggregate unpaid 
                    principal amount of all Loans then outstanding would 
                    exceed the lesser of (i) the Revolving Loan Commitment 
                    Amount or (ii) the then existing Borrowing Base Amount.

     SUBPART 2.3.4.  Section 2.2.1 ("Optional Reduction") of the Existing 
Credit Agreement is hereby amended in its entirety to read as follows:

          SECTION 2.2.1.  Optional Reduction.  The Borrower may, from time to 
          time on any Business Day occurring after the time of the initial 
          Credit Extension hereunder, voluntarily reduce the amount of either 
          the Revolving Loan Commitment Amount, the Swing Line Loan Commitment 
          Amount or the Letter of Credit Commitment Amount; provided, however, 
          that (i) all such reductions shall require at least three Business 
          Days' prior written irrevocable notice to the Agent and be 
          permanent, (ii) any partial reduction of (A) the Revolving Loan 
          Commitment Amount shall be in a minimum amount of $1,000,000 and in 
          an integral multiple of $1,000,000, (B) the Swing Line Loan 
          Commitment Amount shall be in a minimum amount of $100,000 and in an 
          integral multiple of $100,000, and (C) the Letter of Credit 
          Commitment Amount shall be in a minimum amount equal to the Dollar 
          Equivalent of $1,000,000 and in an integral multiple amount equal to 
          the Dollar Equivalent of $1,000,000, (iii) except as provided below, 
          (A) the Revolving Loan Commitment Amount may not be reduced to an 
          amount less than (x) the aggregate outstanding principal amount of 
          all Revolving Loans, Swing Line Loans and Letter of Credit 
          Outstandings, or (y) the then existing Letter of Credit Commitment 
          Amount, and (B) any reduction of the Revolving Loan Commitment 
          Amount which reduces the Revolving Loan Commitment Amount below the 
          then current Swing Line Loan Commitment Amount shall result in an 
          automatic and corresponding reduction of the Swing Line Loan 
          Commitment Amount to the amount of the Revolving Loan Commitment 
          Amount, as so reduced, without any further action on the part of 
          Scotiabank or otherwise, and (iv) except as provided below, the 
          Borrower may not reduce the Letter of Credit Commitment Amount to an 
          amount less than the then existing Letter of Credit Outstandings.  
          The Borrower may terminate the Commitments in whole if, at the time 
          of and as a condition of such termination, the Borrower shall have 
          repaid in full the aggregate outstanding principal amount of all 
          Loans and Reimbursement Obligations, together with all accrued 
          interest and fees thereon to the date of termination, and all 
          unexpired Letters of Credit shall have been returned to the Issuer 
          for cancellation.

     SUBPART 2.3.5.  Section 2.4 ("Issuance Procedures") of the Existing 
Credit Agreement is hereby amended in its entirety to read as follows:

          SECTION  2.4.  Issuance Procedures.  By delivering to the Agent and 
          the applicable Issuer an Issuance Request on or before 11:00 a.m., 
          New York City time, the Borrower may request, from time to time 
          prior to the Letter of Credit Commitment Termination Date and on not 
          less than three nor more than five Business Days' notice, that such 
          Issuer issue an irrevocable commercial or standby letter of credit 
          denominated in a Permitted Currency in such form as may be requested 
          by the Borrower and approved by such Issuer (each a "Letter of 
          Credit"), in support of financial obligations of the Borrower or its 
          Subsidiaries incurred in the Borrower's or such Subsidiary's 
          ordinary course of business and which are described in such Issuance 
          Request.  Upon receipt of an Issuance Request, the Agent shall 
          promptly notify the Lenders thereof.  Each Letter of Credit shall by 
          its terms:

               (a)  be denominated in a Permitted Currency;

               (b)  be issued in a Stated Amount which does not exceed (or 
                    would not exceed) the then Letter of Credit Availability; 
                    and

               (c)  be stated to expire (or give the Issuer the right to give 
                    notice which will cause such Letter of Credit to expire) 
                    on a date (its "Stated Expiry Date") no later than the 
                    earlier of one year from its date of issuance and the 
                    Letter of Credit Commitment Termination Date.

          So long as no Default has occurred and is continuing, by delivery to 
          the applicable Issuer and the Agent of an Issuance Request at least 
          three but not more than five Business Days prior to the Stated 
          Expiry Date of any Letter of Credit, the Borrower may request such 
          Issuer to extend the Stated Expiry Date of such Letter of Credit for 
          an additional period not to exceed the earlier of one year from its 
          date of extension and the Letter of Credit Commitment Termination 
          Date.  

          Each Issuer will make available the original of each Letter of 
          Credit which it issues in accordance with the Issuance Request 
          therefor to the beneficiary thereof and will notify the beneficiary 
          under any Letter of Credit of any extension of the Stated Expiry 
          Date thereof.  

 .4.  Amendments to Article III ("REPAYMENTS, PREPAYMENTS, INTEREST AND FEES"). 
 Article III of the Existing Credit Agreement is hereby amended in accordance 
with Subparts 2.4.1 through 2.4.4.

1.   Section 3.1.3 ("Mandatory Prepayments") of the Existing Credit Agreement 
is hereby amended by inserting a new paragraph at the end of such Section, 
which shall read as follows:

     Notwithstanding any other provision of this Agreement to the contrary, if 
     there are any Letters of Credit denominated in a Permitted Currency other 
     than Dollars the Agent may periodically recompute (each such date 
     referred to as a "Recomputation Date") the Dollar Equivalent of such 
     Letters of Credit, and if pursuant to such recomputation the Agent 
     determines that (i) the sum of the aggregate principal amount of the 
     Revolving Loans and the Swing Line Loans together with all Letter of 
     Credit Outstandings exceeds the Revolving Loan Commitment Amount as then 
     in effect, (ii) the sum of the aggregate principal amount of the 
     Revolving Loans and the Swing Line Loans together with all Letter of 
     Credit Outstandings exceeds the Borrowing Base Amount as then in effect 
     or (iii) the aggregate amount of all Letter of Credit Outstandings 
     exceeds the Letter of Credit Commitment Amount as then in effect, then 
     the Agent shall so advise the Borrower, and the Borrower shall repay such 
     excess (together with accrued interest on the amount so repaid) within 
     two Business Days of receipt of such notice with the amount repaid to be 
     applied to repay Revolving Loans or Swing Line Loans (or both) (until 
     such Loans are repaid in full) and, if no Revolving Loans and Swing Line 
     Loans are then outstanding, the Borrower shall deposit the amount in 
     excess of the Letter of Credit Commitment Amount in a cash collateral 
     account maintained with the Agent to be held as cash collateral for the 
     Obligations until such time as the Dollar Equivalent of all Letter of 
     Credit Outstandings no longer exceeds the Letter of Credit Commitment 
     Amount then in effect.

2.   Clauses (a) and (b) of Section 3.2.1 ("Rates") of the Existing Credit 
Agreement are hereby amended in their entirety to read as follows:

     (a)  on that portion maintained from time to time as a Base Rate Loan, 
          equal to the sum of the Alternate Base Rate from time to time in 
          effect plus (i) for the period commencing on the Sixth Amendment 
          Effective Date and ending on March 31, 1996, a margin of 0.375% and 
          (ii) at all times thereafter, the applicable Base Rate Margin; and

     (b)  on that portion maintained as a LIBO Rate Loan, during each Interest 
          Period applicable thereto, equal to the sum of the LIBO Rate 
          (Reserve Adjusted) for such Interest Period as in effect on the 
          beginning of such Interest Period plus (i) for the period commencing 
          on the Sixth Amendment Effective Date and ending on March 31, 1996, 
          a margin of 1.375% and (ii) at all times thereafter, the applicable 
          LIBO Rate Margin as in effect on the beginning of such Interest 
          Period.

3.   Section 3.3.1 ("Commitment Fee") of the Existing Credit Agreement is 
hereby amended in its entirety to reads as follows:  

          SECTION 3.3.1.  Commitment Fee.  The Borrower agrees to pay to the 
          Agent for the account of each Lender, for the period (including any 
          portion thereof when its Commitments are suspended by reason of the 
          Borrower's inability to satisfy any condition of Article V) 
          commencing on the date on which such Lender's Commitment is 
          allocated by the Agent to, and accepted by, such Lender and 
          continuing through the final Revolving Loan Commitment Termination 
          Date, a commitment fee at the rate of the applicable Commitment Fee 
          Rate on such Lender's Percentage of the sum of the average daily 
          unused portion of the Revolving Loan Commitment Amount; provided, 
          however, that for the period commencing on the Sixth Amendment 
          Effective Date and ending on March 31, 1996, the applicable 
          Commitment Fee Rate shall be deemed to be equal to 0.375%.  Such 
          commitment fees shall be payable by the Borrower in arrears on each 
          Quarterly Payment Date, commencing with the first such day following 
          the Closing Date and on the Revolving Loan Commitment Termination 
          Date.  The making of Swing Line Loans by Scotiabank shall constitute 
          usage of the Revolving Loan Commitment with respect to Scotiabank 
          only and the commitment fees to be paid by the Borrower to the 
          Lenders shall be calculated and paid accordingly.

4.   Section 3.3.3 ("Letter of Credit Face Amount Fee") of the Existing Credit 
Agreement is hereby amended in its entirety to read as follows:

          SECTION 3.3.3  Letter of Credit Face Amount Fee.  The Borrower 
          agrees to pay to the Agent, for the account of the Lenders, a fee 
          for each Letter of Credit for the period from and including the date 
          of the issuance of such Letter of Credit to (but not including) the 
          date upon which such Letter of Credit expires, in an amount equal to 
          (a) in the case of each commercial Letter of Credit, 0.75% per annum 
          of the Stated Amount of such commercial Letter of Credit and (b) in 
          the case of each standby Letter of Credit, the applicable Letter of 
          Credit Rate multiplied by the Stated Amount of such standby Letter 
          of Credit.  Such fees shall be payable by the Borrower in arrears on 
          each Quarterly Payment Date, and on the Revolving Loan Commitment 
          Termination Date for any period then ending for which such fee shall 
          not theretofore have been paid, commencing on the first such date 
          after the issuance of such Letter of Credit.

 .5.  Amendment to Article VI ("REPRESENTATIONS AND WARRANTIES").  Section 6.6 
("No Material Adverse Change") of the Existing Credit Agreement is hereby 
amended in its entirety to read as follows: 

          SECTION 6.6  No Material Adverse Change.  Since December 31, 1992, 
          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.  Following the 
          Sixth Amendment Effective Date, 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, 
          since December 31, 1994.

 .6.  Amendments to Article VII ("COVENANTS").  Article VII of the Existing 
Credit Agreement is hereby amended in accordance with Subparts 2.6.1 through 
2.6.14.

1.   Section 7.1.1 ("Financial Information, Reports, Notices") of the Existing 
Credit Agreement is hereby amended as follows:   

     (a)  clauses (a), (b) and (c) of such Section are hereby amended by 
          deleting the reference to "the Beltsville Divisions," appearing 
          therein;

     (b)  clause (h) of such Section is hereby amended by deleting the dollar 
          amount of "$200,000" appearing therein and inserting the amount of 
          "$500,000" in its place; 

     (c)  clause (j) of such Section is hereby amended in its entirety to read 
          as follows:

               (j)  within fifteen Business Days following the last day of 
                    each Fiscal Quarter, a Borrowing Base Certificate for the 
                    preceding Fiscal Quarter that is calculated as of the last 
                    day of such preceding Fiscal Quarter, together with 
                    reports setting forth information with respect to 
                    inventories and receivables for such Fiscal Quarter in 
                    substantially the form of Exhibit B hereto;

          (d)  clause (k) of such Section is hereby amended in its entirety to 
               read as follows:

               (k)  within 45 days following the end of each Fiscal Quarter, a 
                    list of all "other banks" described in clause (b) of 
                    Section 4.1.2 of each Security Agreement that have not 
                    delivered an agreement in the form of Exhibit A to such 
                    Security Agreement, together with the average daily 
                    balance in each account of the Borrower or any Subsidiary 
                    maintained with such "other bank" during each month in the 
                    previous Fiscal Quarter (provided, that no such list of 
                    "other banks" shall be required to be delivered pursuant 
                    to this clause (k) in the event that the aggregate amount 
                    of all average daily balances in all such accounts is less 
                    than $1,000,000);

2.   Clause (b) of Section 7.1.6 ("Environmental Covenant") of the Existing 
Credit Agreement is hereby amended by deleting the dollar amount of "$200,000" 
appearing therein and inserting the amount of "$500,000" in its place.

4.   Clause (d) of Section 7.2.2 ("Indebtedness") of the Existing Credit 
Agreement is hereby amended in its entirety to read as follows:

          (d)  Indebtedness incurred in an aggregate principal amount not to 
               exceed $12,000,000 in any given Fiscal Year which is (i) in 
               respect of Capitalized Lease Liabilities incurred in connection 
               with a Permitted Business or (ii) incurred by the Borrower or 
               any of its Subsidiaries (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;

5.   Section 7.2.2 ("Indebtedness") of the Existing Credit Agreement is hereby 
further amended by (a) deleting the word "and" following the semi-colon 
appearing at the end of clause (j) of such Section, (b) inserting the word 
"and" following the semi-colon appearing at the end of clause (k) of such 
Section and (c) inserting a new clause (l) to such Section immediately prior 
to the proviso appearing at the end of such Section which shall read as 
follows:

          (l)  Indebtedness of Permitted Foreign Subsidiaries to Persons other 
               than the Borrower in an aggregate amount not to exceed 
               $1,000,000;

7.   Section 7.2.4 ("Financial Condition") of the Existing Credit Agreement is 
hereby amended in its entirety to read as follows:

          SECTION 7.2.4.  Financial Condition.  The Borrower will not permit:

               (a)  the Interest 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:

                                                 Interest
                         Fiscal Year     Coverage Ratio

                           1995             2.75:1

                           1996             2.75:1

                           1997             3.00:1

                           1998             3.50:1

                           1999             3.75:1

                           2000             3.75:1;

               (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

                          1995              3.25:1

                          1996              3.00:1

                          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            1.00:1

                           1997            1.05:1

                           1998            1.05:1

                           1999            1.10:1

                           2000            1.10:1; 

               (d)  the Current Ratio as of the last day of any Fiscal Quarter 
                    to be less than 1.25:1; and

               (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                       $120,000,000

                           1997                       $140,000,000

                           1998                       $150,000,000

                           1999 and each              $150,000,000, plus
                             Fiscal Year thereafter   an amount equal to 25% 
                                                      of Net Income for such 
                                                      Fiscal Year as of the 
                                                      date of determination 
                                                      thereof.

8.   Clause (f) of Section 7.2.5 ("Investments") of the Existing Credit 
Agreement is hereby amended in its entirety to read as follows:

          (f)  other Investments in an aggregate amount not to exceed the sum 
               of

               (i)  $25,000,000, 

     plus

              (ii)  the amount of Permitted Capital Expenditures permitted to 
                    be made at such time (less the amount of Capital 
                    Expenditures actually made during such applicable period) 
                    pursuant to Section 7.2.7;

     provided, that, in any event, at no time shall the aggregate amount of 
     Investments permitted pursuant to this clause (f) exceed $50,000,000; and

9.   Clause (g) of Section 7.2.5 ("Investments") of the Existing Credit 
Agreement is hereby amended by (a) deleting the dollar amount of "$5,000,000" 
appearing therein and inserting the amount of "$10,000,000" in its place and 
(b) deleting the parenthetical appearing at the end thereof which reads 
"(calculated without giving any effect to reduction in such Investment by 
reason of losses of such Subsidiaries)". 

10.  Clause (i) of Section 7.2.5 of the Existing Credit Agreement is hereby 
amended in its entirety to read as follows:

          (i)  no Investment otherwise permitted by clause (e) or (f) shall be 
               permitted to be made if, immediately before or after giving 
               effect thereto, any Default shall have occurred and be 
               continuing.

11.  Clause (a) of Section 7.2.6 ("Restricted Payments, etc.") of the Existing 
Credit Agreement is hereby amended by adding a proviso at the end thereof 
which shall read as follows:

     provided, that, notwithstanding the foregoing, the Borrower may declare 
     and pay dividends and distributions in an aggregate annual amount equal 
     to

               (i)  $1,500,000, if and only if (after giving effect to such 
                    dividend or distribution) the Borrower's Net Worth equals 
                    or exceeds $150,000,000;

              (ii)  $2,500,000, if and only if (after giving effect to such 
                    dividend or distribution) the Borrower's Net Worth equals 
                    or exceeds $160,000,000; or

             (iii)  $3,500,000, if and only if (after giving effect to such 
                    dividend or distribution) the Borrower's Net Worth equals 
                    or exceeds $170,000,000;

12.  Clause (b)(i) of Section 7.2.6 ("Restricted Payments, etc.") of the 
Existing Credit Agreement is hereby amended in its entirety to read as 
follows:

     (i)  make any payment or prepayment on, or redemption of, or purchase of, 
          or defeasance of, the Senior Notes (whether in respect of principal, 
          interest or premium) except (A) payments of interest on the Senior 
          Notes at the rates set forth in the Senior Note Indenture and (B) 
          payments in respect of the outstanding principal amount of the 
          Senior Notes (including any premiums thereon or in respect thereof) 
          in an aggregate amount not to exceed $50,000,000; or

13.  Section 7.2.7 ("Capital Expenditures, etc.") of the Existing Credit 
Agreement is hereby amended in its entirety to read as follows:

          SECTION 7.2.7.  Capital Expenditures, etc.  The Borrower will 
          not, and will not permit any of its Subsidiaries to, make or commit 
          to make Capital Expenditures, except (subject to the second proviso 
          below) Capital Expenditures in an aggregate amount in any Fiscal 
          Year which do not aggregate in excess of the amount set forth below 
          opposite such Fiscal Year ("Base Capital Expenditures"):

                                       Base Capital
                    Fiscal Year        Expenditures

                     1995              $25,000,000

                     1996              $40,000,000

                     1997              $30,000,000

                     1998              $40,000,000

                     1999              $30,000,000

                     2000              $40,000,000;

     provided, that for Fiscal Year 1995 only, the amount of Base Capital 
     Expenditures permitted to be made pursuant to this Section shall be 
     exclusive of lease liabilities capitalized during such Fiscal Year in 
     respect of the facility located at Beverly, West Virginia; provided, 
     further, that to the extent the amount of Base Capital Expenditures 
     permitted to be made in any Fiscal Year pursuant to this Section 
     (including the second proviso below) exceeds the aggregate amount of 
     Capital Expenditures actually made during such Fiscal Year, such excess 
     amount may be carried forward to (but only to) the next succeeding Fiscal 
     Year (any such amount to be certified by the Borrower to the Agent in the 
     Compliance Certificate delivered for the last Fiscal Quarter of such 
     Fiscal Year), and any such amount carried forward to a succeeding Fiscal 
     Year shall be deemed to be used only after the Borrower and its 
     Subsidiaries have fully used the amount of Base Capital Expenditures 
     permitted by this Section for such Fiscal Year without giving effect to 
     such carry-forward (any such Capital Expenditures being made as a result 
     of such carry-forward being referred to herein as "Carry Forward Capital 
     Expenditures"); provided, further, that, in any event, and 
     notwithstanding anything to the contrary set forth above, Capital 
     Expenditures (whether Base Capital Expenditures, Carry Forward Capital 
     Expenditures or Excepted Capital Expenditures) shall only be permitted to 
     be made to the extent (and only to the extent), and in such aggregate 
     amount (such aggregate amount being referred to herein as "Permitted 
     Capital Expenditures"), such that the Borrower would remain in compliance 
     with clause (c) of Section 7.2.4 after giving effect thereto.  

14.  Section 7.2.8 ("Rental Obligations") of the Existing Credit Agreement is 
hereby amended in its entirety to read as follows:  

          SECTION 7.2.8.  Rental 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):

                                    Aggregate Amount
                   Fiscal Year         of Rentals   

                      1996            $7,500,000

                      1997            $9,000,000

                      1998           $11,000,000

                      1999           $12,000,000

                      2000           $14,000,000.

15.  Section 7.2.11 ("Asset Dispositions, etc.") of the Existing Credit 
Agreement is hereby amended as follows: 

     (a)  the word "or" appearing at the end of clause (c) of such Section is 
          hereby deleted;

     (b)  the period (".") appearing at the end of clause (d) of such Section 
          is hereby deleted, a semicolon (";") is inserted in its place and 
          the word "or" is inserted immediately following such semicolon; and

     (c)  a new clause (e) is added to such Section which shall read as 
          follows:

               (e)  in the case of any sale, transfer, lease, contribution or 
                    conveyance by any Permitted Foreign Subsidiary to any 
                    Persons that are not Affiliates of the Borrower or any of 
                    its Subsidiaries, the fair market value of the assets so 
                    sold, transferred, leased, contributed or conveyed does 
                    not, at any time, in the aggregate exceed $5,000,000.  

16.  Section 7.2.16 ("No New Subsidiaries") of the Existing Credit Agreement 
is hereby amended in its entirety to read as follows:

          SECTION 7.2.16.  No New Subsidiaries.  The Borrower will not, and 
          will not permit any of its Subsidiaries to, form or otherwise 
          acquire (by way of Investments, merger or otherwise) any Subsidiary 
          following the Effective Date, unless

               (a)  in the case of any new Subsidiary incorporated, formed or 
                    established under the laws of the U.S. or any subdivision 
                    thereof, (i) the Borrower shall cause such new Subsidiary 
                    to execute and deliver to the Agent, for the benefit of 
                    each of the Lenders, the Issuer and the Agent, a guaranty 
                    in respect of the Obligations, substantially in the form 
                    of Exhibit K-1 hereto, and a security agreement 
                    substantially in the form of Exhibit K-2 hereto, together 
                    with such opinions, in form and substance and from counsel 
                    satisfactory to the Agent, as the Agent may require, and 
                    (ii) such new Subsidiary is prohibited (in such manner and 
                    pursuant to such documentation and on such terms as may be 
                    satisfactory to the Agent) from creating, incurring, 
                    assuming, suffering to exist or otherwise becoming or 
                    being liable in respect of any Indebtedness other than 
                    Indebtedness in respect of the Loans, Letters of Credit 
                    and other Obligations, 

               (b)  in the case of any new Subsidiary which is a Permitted 
                    Foreign Subsidiary, such formation or acquisition of such 
                    Subsidiary is permitted hereunder and made in accordance 
                    with the terms of this Agreement, including the provisions 
                    of clause (g) of Section 7.2.5.

 .7.  Amendment to Article IX ("AGENT").  Article IX of the Existing Credit 
Agreement is hereby amended by adding a new Section at the end of such Article 
which shall read as follows:

          SECTION 9.8.  Co-Agents.  None of the Lenders identified on the 
          signature pages of this Agreement as "Co-Agent" shall have any 
          right, power, obligation, liability, responsibility or duty under 
          this Agreement other than those applicable to all Lenders as such.  
          Without limiting the foregoing, none of the Lenders so identified as 
          a "Co-Agent" shall have or be deemed to have any fiduciary 
          relationship with any Lender.  Each Lender acknowledges that it has 
          not relied, and will not rely, on any of the Lenders so identified 
          in deciding to enter into this Agreement or in taking or not taking 
          action hereunder.

 .8.  Amendment to Article X ("MISCELLANEOUS PROVISIONS").  Article X of the 
Existing Credit Agreement is hereby amended in accordance with Subparts 2.8.1 
through 2.8.3.

1.   Section 10.11.1 ("Assignments") of the Existing Credit Agreement is 
hereby amended by inserting a new paragraph at the end of such Section which 
shall read as follows:

          In the event that Standard & Poor's Ratings Group, a division of 
          McGraw-Hill, Inc., Moody's Investors Service, Inc. or Thompson's 
          BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders 
          that are insurance companies (or Best's Insurance Reports, if such 
          insurance company is not rated by InsuranceWatch Ratings Service)) 
          shall, after the date that any Lender becomes a Lender, downgrade 
          the long-term certificate of deposit ratings of such Lender, and the 
          resulting ratings shall be below BBB-, Baa3 and C (or BB, in the 
          case of an insurance company not rated by InsuranceWatch Ratings 
          Service), then the Issuer shall have the right, but not the 
          obligation, upon notice to such Lender, to replace (or to request 
          the Borrower to use its reasonable efforts to replace) such Lender 
          with an Assignee Lender (in accordance with and subject to the 
          restrictions contained in this Section), and such affected Lender 
          hereby agrees to transfer and assign without recourse (in accordance 
          with and subject to the restrictions contained in this Section) all 
          of its interests, rights and obligations in respect of its 
          Commitments, Loans and other Obligations owing to it, together with 
          the obligations of such affected Lender hereunder, to such Assignee 
          Lender; provided, however, that (i) no such assignment shall 
          conflict with any law, rule and regulation or order of any 
          governmental authority and (ii) such Assignee Lender shall pay to 
          such affected Lender in immediately available funds on the date of 
          such assignment the principal of and interest accrued to the date of 
          payment on the Loans made by such Lender hereunder and all other 
          amounts accrued for such Lender's account or owed to it hereunder.

2.   Section 10.13 ("Forum Selection and Consent to Jurisdiction") of the 
Existing Credit Agreement is hereby amended by inserting between the second 
sentence (ending with the words "IN CONNECTION WITH SUCH LITIGATION") and the 
third sentence (beginning with the words "THE BORROWER FURTHER IRREVOCABLY 
CONSENTS") appearing therein the following: 

     THE BORROWER HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEMS (THE 
     "PROCESS AGENT"), WITH AN OFFICE, AS OF THE SIXTH AMENDMENT EFFECTIVE 
     DATE, AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, UNITED STATES, AS ITS 
     AGENT TO RECEIVE, ON THE BORROWER'S BEHALF AND ON BEHALF OF THE 
     BORROWER'S PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND 
     ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  
     SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS 
     TO THE BORROWER IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT'S ABOVE 
     ADDRESS, AND THE BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE 
     PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  AS AN ALTERNATIVE 
     METHOD OF SERVICE,

3.   Article X ("Miscellaneous Provisions") of the Existing Credit Agreement 
is hereby further amended by adding a new Section at the end of such Article 
which shall read as follows:

          SECTION 10.15.  Judgment Currency.  The Obligations of the Borrower 
          and each other Obligor in respect of any sum due to any Lender, any 
          Issuer or the Agent hereunder, under the Notes or under or in 
          respect of any other Loan Document shall, notwithstanding any 
          judgment in a currency (the "Judgment Currency") other than the 
          currency in which such sum was originally denominated (the "Original 
          Currency"), be discharged only to the extent that on the Business 
          Day following receipt by such Lender, such Issuer or the Agent of 
          any sum adjudged to be so due in the Judgment Currency, such Lender, 
          such Issuer or the Agent, in accordance with normal banking 
          procedures, purchases the Original Currency with the Judgment 
          Currency.  If the amount of Original Currency so purchased is less 
          than the sum originally due to such Lender, such Issuer or the 
          Agent, the Borrower agrees, as a separate obligation and 
          notwithstanding any such judgment, to indemnify such Lender, such 
          Issuer or the Agent, as the case may be, against such loss, and if 
          the amount of Original Currency so purchased exceeds the sum 
          originally due to such Lender, such Issuer or the Agent, as the case 
          may be, such Lender, such Issuer or the Agent, as the case may be, 
          agrees to remit such excess to the Borrower.

 .9.  Global Amendment to Existing Credit Agreement and Loan Documents.  In 
addition to the amendments to the Existing Credit Agreement specifically set 
forth above, the Credit Agreement and each other Loan Document (including each 
of the exhibits to the Existing Credit Agreement) are hereby amended mutatis 
mutandis to the extent necessary to give effect to the identification of Bank 
of America NT&SA as "Co-Agent". 

 .10. Additional Conforming Amendments to Exhibits to Credit Agreement.

1.   Exhibits C and E to the Existing Credit Agreement (Form of Borrowing 
Request and Form of Continuation/Conversion Notice, respectively) are each 
hereby amended by inserting the bracketed word two ("[two]") between the 
options "[one]" and "[three]" appearing in the second paragraph of each such 
Exhibit.

2.   Exhibit F to the Existing Credit Agreement (Form of Borrowing Base 
Certificate) is hereby amended in its entirety to read as set forth in Annex 
IV hereto.

3.   Exhibit G to the Existing Credit Agreement (Form of Compliance 
Certificate) is hereby amended in its entirety to read as set forth in Annex V 
hereto.

III

                       CONDITIONS TO EFFECTIVENESS

 .1.  Sixth Amendment Effective Date.  This Amendment (and the amendments and 
modifications contained herein) shall become effective, and shall thereafter 
be referred to as the "Sixth Amendment", on the date (the "Sixth Amendment 
Effective Date") when all of the conditions set forth in this Subpart 3.1 have 
been satisfied.

1.   Execution of Counterparts.  The Agent shall have received counterparts of 
this Amendment, duly executed and delivered on behalf of the Borrower, the 
Agent and each of the Lenders.

2.   Resolutions, etc.  The Agent shall have received in form and substance 
satisfactory to the Agent, 

          (a)  a certificate, dated the Sixth 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, the replacement Notes 
                    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, 
                    the replacement Notes 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 Sixth 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

          (c)  such other documents (certified if requested) or certificates 
               as the Agent may reasonably request with respect to this 
               Amendment, the replacement Notes, the Affirmation and Consent, 
               any other Loan Document or any Organic Document or approval.

3.   Delivery of Replacement Notes.  The Agent shall have received, for the 
account of each Lender, such Lender's replacement Notes, substantially in the 
forms of Annex I and Annex II hereto, as applicable, each duly executed and 
delivered by an Authorized Officer of the Borrower and in a maximum principal 
amount equal to such Lender's Percentage (as of the Sixth Amendment Effective 
Date) of the applicable Commitment Amount.  Each replacement Revolving Note 
and replacement Swing Line Note issued on the Sixth Amendment Effective Date 
shall be issued in substitution and exchange for, and not in satisfaction or 
payment of, the existing Revolving Note and the existing Swing Line Note 
executed and delivered by the Borrower pursuant to the Existing Credit 
Agreement, respectively, of each Lender, as applicable, and the Indebtedness 
(together with the obligation to pay accrued interest thereon) originally 
owing to such Lender and to be evidenced by such Lender's replacement Notes 
delivered pursuant to this Amendment shall be (and the Borrower hereby 
acknowledges and agrees that such Indebtedness is) a continuing Indebtedness, 
and nothing herein contained shall be construed to release or terminate any 
Lien or security interest given to secure such Indebtedness.  

4.   Affirmation and Consent.  The Agent shall have received a duly executed 
copy of the Affirmation and Consent to this Amendment, substantially in the 
form of Annex III hereto and duly executed and delivered by each Obligor.

5.   Process Agent Letter.  The Agent shall have received with counterparts 
for each Lender a letter from CT Corporation Systems, in form and substance 
satisfactory to the Agent, dated the Sixth Amendment Effective Date, whereby 
CT Corporation Systems acknowledges and accepts its appointment by the 
Borrower under the Credit Agreement (after giving effect to the effectiveness 
of this Amendment), as agent for service of process.

6.   No Material Adverse Change.  Since December 31, 1994, 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. 

7.   Closing Fees, Expenses, etc.  The Agent shall have received for its own 
account, or for the account of each Lender, as the case may be, all fees, 
costs and expenses due and payable as of the Sixth Amendment Effective Date.

8.   Opinions of Counsel.  The Agent shall have received such opinions, each 
dated the Sixth 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.

IV

                         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.

 .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 Sixth 
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 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. 

 .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 Sixth 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 shall be 
                         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

          (c)  no Default shall have then occurred and be 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 Sixth 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 
               Sixth 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).

 .10. Adjusted Percentages.  Each of the Lenders party hereto hereby 
acknowledges and agrees that upon the occurrence of the Sixth Amendment 
Effective Date, such Lender's Percentage for purposes of the Credit Agreement 
shall be as set forth opposite its signature hereto, as such percentage may be 
amended from time to time hereafter pursuant to Lender Assignment Agreement(s) 
executed by such Lender and its Assignee Lender(s) and delivered pursuant to 
Section 10.11 of the Credit Agreement.

     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:  /s/  Robert Symon    
                                           Title:    Executive Vice President,
                                                     Treasurer and CFO


Percentages

44.44444444%                               THE BANK OF NOVA SCOTIA,      
                                                Individually and as Agent


                                              By:  /s/  Amanda S. Norsworthy
                                           Title:  Assistant Agent



33.33333333%                               BANK OF AMERICA NT&SA, Individually
                                             and as Co-Agent


                                              By:  /s/  Jody B. Schneider
                                           Title: Vice President



22.22222222%                               COMERICA BANK - TEXAS


                                              By:  /s/  Reed Allton
                                           Title: Vice President

 

(..continued)



 

 


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