Second Amendment to Senior Credit Facility dated  May 1, 2004



 Exhibit 10.1 
  
 EXECUTION COPY 
  
 AMENDMENT No. 2 dated as of May 1, 2004 (this “Amendment”), to the Credit Agreement dated as of January 25, 2001, as
amended by Amendment No. 1 and Agreement dated as of February 11, 2002 (the “Credit Agreement”), among COLLINS & AIKMAN FLOORCOVERINGS, INC., a Delaware corporation (the “Borrower”), TANDUS GROUP, INC., a
Virginia corporation formerly named CAF Holdings, Inc. (“Holdings”), the Lenders (as defined therein) and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) and as
collateral agent (in such capacity, the “Collateral Agent”) for the Lenders. 
  
 A. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower. 
  
 B. Holdings and the Borrower have requested that the Credit Agreement be amended as provided herein. 
  
 C. The Requisite Lenders (as defined below) are willing so to amend the
Credit Agreement. 
  
 D. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Credit Agreement. 
  
 Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

  
 SECTION 1. Amendments. (a) Section 1.01 of the Credit
Agreement is hereby amended by inserting in the appropriate alphabetical order therein the following: 
  
 “Amendment No. 2” shall mean Amendment No. 2 dated as of May 1, 2004, to this Agreement. 
  
 (b) The definition of the term “Consolidated EBITDA” set
forth in Section 1.01 of the Credit Agreement is hereby amended by inserting at the end thereof the following: 
  
 “In determining Consolidated EBITDA for any period, there shall be added to Consolidated Net Income for such period (to the extent deducted in
determining such Consolidated Net Income) the amount of any fees, costs or other expenses incurred by the Borrower in connection with Amendment No. 2.” 
  









 (c) The table appearing in Section 6.11 (Interest Coverage Ratio) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows: 
  

			
	 “Period

	  	Ratio


	 From and including February 1, 2004 to and including July 31, 2004
	  	1.75 to 1.00
	 From and including August 1, 2004 to and including October 30, 2004
	  	1.85 to 1.00
	 From and including October 31, 2004 to and including January 29, 2005
	  	2.00 to 1.00
	 Thereafter
	  	2.25 to 1.00”

  
 (d) Section 6.12
(Fixed Charge Coverage Ratio) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 “SECTION 6.12. Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio for any period of four consecutive fiscal
quarters, in each case taken as one accounting period, ending during any period set forth below to be less than the ratio set forth opposite such date or period below: 
  

			
	 Period

	  	Ratio


	 From and including February 1, 2004 to and including October 30, 2004
	  	1.00 to 1.00
	 Thereafter
	  	1.10 to 1.00”

  
 SECTION 2.
Amendment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender that executes and delivers a copy of this Amendment to the Administrative Agent (or its counsel) at or prior to 5:00 p.m., New York City
time, on May 13, 2004 (the “Signing Date”), an amendment fee (the “Amendment Fee”) in an amount equal to 0.15% of the sum of such Lender’s Revolving Credit Commitment (whether used or unused) and the principal
amount of such Lender’s outstanding Term Loans, in each case as of the Signing Date. The Amendment Fee shall be payable in immediately available funds on the Signing Date, if this Amendment shall have become effective on or prior to such date.
Once paid, the Amendment Fee shall not be refundable. 
  
 SECTION
3. Effectiveness. This Amendment shall become effective as of May 1, 2004, on the date occurring on or prior to the Signing Date that the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear
the signatures of (a) the Borrower, (b) Holdings, (c) the Subsidiary Guarantors, (d) Revolving Lenders holding a majority of the Revolving Credit Commitments, whether used or unused and (e) the Required Lenders (the Lenders described in clauses (d)
and (e) being referred to herein as the “Requisite Lenders”). 
  
 SECTION 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Lenders, the Collateral Agent or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, 

  









 
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof,
any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 
  
 SECTION 5. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. 
  
 SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. 
  
 SECTION 7. Headings. The headings of
this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 SECTION 8. Expenses. The Borrower agrees to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred in connection
with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. 
  
 SECTION 9. Acknowledgment of Guarantors. Each of the Guarantors hereby acknowledges receipt and notice of, and consents to the terms of, this
Amendment. 
  









 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first above written. 
  

					
	 COLLINS & AIKMAN
 FLOORCOVERINGS, INC.,

		
	 by
	 	 /s/ Stephen M. Powell

	 	 	 Name:
	 	 Stephen M. Powell

	 	 	 Title:
	 	 Vice President of Finance



  

					
	 TANDUS GROUP, INC.,

		
	by	 	 /s/ Mac Bridger

	 	 	 Name:
	 	 Mac Bridger

	 	 	 Title:
	 	 Chief Executive Officer



  

					
	 EACH OF THE SUBSIDIARY
 GUARANTORS LISTED ON SCHEDULE
 I HERETO,

		
	by	 	/s/ Mac Bridger
	 	 	 Name:
	 	 Mac Bridger

	 	 	 Title:
	 	 Authorized Signatory



  

					
	 CREDIT SUISSE FIRST BOSTON, acting
 through its Cayman Islands Branch,
 individually and as Administrative Agent
 and Collateral Agent,

		
	by	 	 /s/ S. William Fox

	 	 	 Name:
	 	 S. WILLIAM FOX

	 	 	 Title:
	 	 DIRECTOR



  

					
		
	by	 	 /s/ David J. Dodd

	 	 	 Name:
	 	 DAVID J. DODD

	 	 	 Title:
	 	 ASSOCIATE



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 ANTARES CAPITAL CORPORATION

		
	 	 	 /s/ David Mahon

	 	 	 Name:
	 	 David Mahon

	 	 	 Title:
	 	 Director



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 ANTARES FUNDING, L.P.

		
	 	 	By: JPMorgan Chase Bank, as trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999.
		
	 	 	 /s/ Leslie Hundley

	 	 	 Name:
	 	 Leslie Hundley

	 	 	 Title:
	 	 AVP



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 Bank of America, N.A.

		
	 	 	 /s/ Robert Klawinski

	 	 	 Name:
	 	 Robert Klawinski

	 	 	 Title:
	 	 Managing Director



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 Bear Stearns Investment Products Inc.

		
	 	 	 /s/ Richard Bram Smith

	 	 	 Name:
	 	 Richard Bram Smith

	 	 	 Title:
	 	 Vice President



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 Black Diamond CLO 1998-1, Ltd.

		
	 	 	 /s/ Alan Corkish

	 	 	 Name:
	 	 Alan Corkish

	 	 	 Title:
	 	 Director



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 Black Diamond CLO 2000-1, Ltd.

		
	 	 	 /s/ Alan Corkish

	 	 	 Name:
	 	 Alan Corkish

	 	 	 Title:
	 	 Director



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 Black Diamond International Funding, Ltd.

		
	 	 	 /s/ Alan Corkish

	 	 	 Name:
	 	 Alan Corkish

	 	 	 Title:
	 	 Director



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 BNP Paribas

		
	 	 	 /s/ Susan Bowes

	 	 	Name:	 	 Susan Bowes

	 	 	 Title:
	 	 Director

		
	 	 	 /s/ Eric Toizer

	 	 	 Name:
	 	 Eric Toizer

	 	 	 Title:
	 	 Managing Director



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	Name of Lender:	 	 Centurion CDO II, Ltd.
 By:
American Express Asset Management
 Group, Inc. as Collateral Manager

		
	 	 	/s/ Leanne Stavrakis
	 	 	Name:	 	 Leanne Stavrakis

	 	 	Title:	 	 Director - Operations



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	Name of Lender:	 	 Denali Capital LLC, managing member of DC
 Funding Partners, portfolio manager for DENALI
 CAPITAL CLO I, LTD., or an affiliate

		
	 	 	 /s/ Kelli C. Marti

	 	 	 Name:
	 	 KELLI C. MARTI

	 	 	 Title:
	 	 VICE PRESIDENT



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	Name of Lender:  	 	 Galaxy CLO 1999-1, Ltd.
 by: AIG Global
Investment Corp.
 as Collateral Manager

		
	 	 	 /s/ Steven S. Oh

	 	 	Name:	 	 Steven S. Oh

	 	 	Title:	 	 Managing Director

		
	 	 	 SunAmerica Life Insurance Company
 by: AIG
Global Investment Corp.
 as Investment Advisor

		
	 	 	 /s/ Steven S. Oh

	 	 	Steven S. Oh
	 	 	Managing Director


  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	Name of Lender:	 	 General Electric Capital Corp.

		
	 	 	 /s/ Mei Nishiwaki

	 	 	Name:	 	 Mei Nishiwaki

	 	 	Title:	 	 Duly Authorized Signatory



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	Name of Lender:  	 	 GMAC Commercial Finance LLC

		
	 	 	 /s/ David Grabosky

	 	 	Name:	 	 David Grabosky

	 	 	Title:	 	 Vice President



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 HARBOUR TOWN FUNDING LLC

		
	 	 	 /s/ Diana M. Himes

	 	 	Name:	 	 DIANA M. HIMES

	 	 	Title:	 	 ASSISTANT VICE PRESIDENT



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 Heller Financial, Inc.

		
	 	 	 /s/ Mei Nishiwaki

	 	 	Name:	 	 Mei Nishiwaki

	 	 	Title:	 	 Duly Authorized Signatory



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 KZH CYPRESSTREE-1 LLC

		
	 	 	 /s/ Dorian Herrera

	 	 	Name:	 	 DORIAN HERRERA

	 	 	Title:	 	 AUTHORIZED AGENT



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 KZH SOLEIL LLC

		
	 	 	 /s/ Dorian Herrera

	 	 	Name:	 	 DORIAN HERRERA

	 	 	Title:	 	 AUTHORIZED AGENT



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 KZH SOLEIL-2 L\LC

		
	 	 	 /s/ Dorian Herrera

	 	 	Name:	 	 DORIAN HERRERA

	 	 	Title:	 	 AUTHORIZED AGENT



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 KZH STERLING LLC

		
	 	 	 /s/ Dorian Herrera

	 	 	Name:	 	 DORIAN HERRERA

	 	 	Title:	 	 AUTHORIZED AGENT



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 NATIONAL CITY BANK

		
	 	 	 /s/ Tony Daher

	 	 	Name:	 	 TONY DAHER

	 	 	Title:	 	 Assist. Vice President



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 NOVA CDO 2001, LTD.

		
	 	 	 /s/ David Mahon

	 	 	Name:	 	 David Mahon

	 	 	Title:	 	 Vice President



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:  
	 	 Sankaty Advisors, LLC as Collateral
 Manager for Great Point CLO 1999-1 
 LTD., as Term Lender

		
	 	 	 /s/ Diane J. Exter

	 	 	Name:	 	 DIANE J. EXTER

	 	 	Title:	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:  
	 	 Sankaty Advisors, LLC as Collateral
 Manager for Race Point II CLO,
 Limited, as Term Lender

		
	 	 	 /s/ Diane J. Exter

	 	 	Name:	 	 DIANE J. EXTER

	 	 	Title:	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:  
	 	 Sankaty Advisors, LLC as Collateral
 Manager for Race Point CLO,
 Limited, as Term Lender

		
	 	 	 /s/ Diane J. Exter

	 	 	Name:	 	 DIANE J. EXTER

	 	 	Title:	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:  
	 	 Sankaty Advisors, LLC as Collateral
 Manager for Castle Hill I - INGOTS,
 Ltd., as Term Lender

		
	 	 	 /s/ Diane J. Exter

	 	 	Name:	 	 DIANE J. EXTER

	 	 	Title:	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:  
	 	 Sankaty Advisors, LLC as Collateral
 Manager for Castle Hill III CLO,
 Limited, as Term Lender

		
	 	 	 /s/ Diane J. Exter

	 	 	Name:	 	 DIANE J. EXTER

	 	 	Title:	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:  
	 	 Sankaty Advisors, LLC as Collateral
 Manager for Castle Hill II - INGOTS,
 Ltd., as Term Lender

		
	 	 	 /s/ DIANE J. EXTER

	 	 	Name:	 	 DIANE J. EXTER

	 	 	Title:	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:  
	 	 SEABOARD CLO 2000 LTD.
 By: David L. Babson & Company Inc. as
 Collateral Manager

		
	 	 	 /s/ GLENN P. DUFFY

	 	 	Name:	 	 GLENN P. DUFFY, CFA

	 	 	Title:	 	 Managing Director



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:  
	 	 Sequils-Centurion V, Ltd.
 By: American
Express Asset
 Management Group, Inc. as
 Collateral
Manager

		
	 	 	 /s/ Leanne Stavrakis

	 	 	Name:	 	 Leanne Stavrakis

	 	 	Title:	 	 Director - Operations



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:  
	 	 The Governor Company of The Bank of Ireland

		
	 	 	 /s/ SORKA KELLY
               DAVID MCGARRY

	 	 	Name:	 	 SORKA KELLY        David McGarry

	 	 	Title:	 	 AUTHORISED SIGNATORY



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 Toronto Dominion (New York), Inc.

		
	 	 	 /s/ Stacey L. Malek

	 	 	Name:	 	 Stacey L. Malek

	 	 	Title:	 	 Vice President



  










					
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF MAY 1, 2004, TO THE COLLINS & AIKMAN FLOORCOVERINGS, INC. CREDIT AGREEMENT DATED AS OF
JANUARY 25, 2001, AS AMENDED
		
	 Name of Lender:
	 	 Wachovia Bank, National Association

		
	 	 	 /s/ Mark S. Supple

	 	 	Name:	 	 Mark S. Supple

	 	 	Title:	 	 Vice President



  









 Schedule I 
  
 SUBSIDIARY GUARANTORS 
  
 CAF Extrusion, Inc., a Delaware corporation. 
 Monterey Carpets, Inc., a
Delaware corporation. 
 Monterey Color Systems, Inc., a California corporation.