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SECOND AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Second Amendment") dated as of October 6, 1998 by and among SHAW INDUSTRIES,
INC., a corporation organized under the laws of the State of Georgia (the
"Borrower"), the Lenders appearing on the signature pages hereof (the
"Lenders"), NATIONSBANK, N.A., as Issuing Bank and Administrative Agent and
SUNTRUST BANK, ATLANTA, as Documentation Agent.
WHEREAS, the Borrower, the Lenders, the Issuing Bank and the Agents
entered into that certain Amended and Restated Credit Agreement dated as of
March 16, 1998, as amended by that certain First Amendment to Amended and
Restated Credit Agreement dated as of August 7, 1998 (as so amended, the
"Credit Agreement"), pursuant to which the Lenders made certain financial
accommodations available to the Borrower,
WHEREAS, the Borrower has requested that the Lenders, the Issuing Bank
and the Agents amend the Credit Agreement on the terms and conditions set forth
herein; and
WHEREAS, the Lenders, the Issuing Bank and the Agents are willing to
so amend the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties
hereto agree as follows:
SECTION 1. SPECIFIC AMENDMENTS TO CREDIT AGREEMENT.
(a) The Credit Agreement is hereby amended by deleting subsection
(f) of Section 10.2 thereof and substituting in lieu thereof the following:
"(f) (i) Consolidated Funded Debt incurred by the Borrower
after the Effective Date and (ii) Indebtedness owing by Nylon Polymer
Company, L.L.C., a Georgia limited liability company ("Nylon Polymer")
to SunTrust Bank, Atlanta, N.A. and Wachovia Bank, N.A., as lenders
(the "Nylon Polymers Lenders"), in the original principal amounts of
$22,500,000 ("Nylon Polymer Term Loan A") and $7,500,000 ("Nylon
Polymer Term Loan B"), respectively, pursuant to that certain Term
Loan Agreement dated as of September 12, 1997, as amended from time to
time, by and among Nylon Polymer, as borrower, the Nylon Polymer
Lenders and SunTrust Bank, Atlanta, as Agent; provided, however that
the amount of Indebtedness permitted under this subsection (f) shall
not (1) at any time exceed $50,000,000 outstanding in the aggregate
and (2) be secured by a Lien on any property or other asset of the
Borrower or any of its Subsidiaries;"
(b) The Credit Agreement is hereby further amended by deleting
subsection (h) of Section 10.2 thereof and substituting in lieu thereof the
following:
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"(h) (i) Guaranties in existence as of the Agreement Date
and disclosed on Schedule 1.1(a) hereof; (ii) Guaranties by the
Borrower (and in the case of Nylon Polymer Term Loan A, also by Shaw
Contract Flooring Services, Inc. "Shaw Contract")) of any of the
foregoing Indebtedness; provided that such Guaranteed Indebtedness is
permitted under this Section 10.2; and (iii) Guaranties by the
Borrower and Shaw Contract of Indebtedness of La Mirada Realty,
L.L.C., a Georgia limited liability company ("La Mirada") pursuant to
that certain Amended and Restated Guaranty Agreement dated as of
October 6, 1998 (the "La Mirada Guaranty"), executed by the Borrower
and Shaw Contract, relating to a term loan facility in the maximum
principal amount of $12,200,000, made pursuant to that certain Term
Loan Agreement dated as of October 8, 1997, as amended from time to
time (provided that the principal amount thereof is not increased), by
and among La Mirada, as borrower, SunTrust Bank, Atlanta, and Wachovia
Bank, N.A., as lenders, and SunTrust Bank, Atlanta, as Agent;
provided, however, that amount of Indebtedness so Guaranteed pursuant
to this clause (iii) and then outstanding shall reduce (in an equal
amount) the amount of Indebtedness permitted to be incurred and
outstanding under subsection (f) above;"
(c) The Credit Agreement is hereby amended by deleting subsection
(b) of Section 10.4 thereof and substituting in lieu thereof the following:
"(b) Enter into or assume any agreement (other than (i)
any Loan Document; (ii) the La Mirada Guaranty (as defined in Section
10.2(h)); (iii) the Guaranties by the Borrower and Shaw Contract of
the Indebtedness described in Section 10.2(f)(ii); and (iv) that
certain Reimbursement and Security Agreement dated as of November 1,
1991, as amended from time to time, between the Borrower (successor to
Queen Carpet Corporation) and Wachovia, N.A. (f/k/a Wachovia Bank of
Georgia, N.A.)), or permit any Subsidiary (other than a Receivables
Subsidiary) to enter into or assume any agreement (other than (i) any
Loan Document; (ii) the La Mirada Guaranty (as defined in Section
10.2(h)); (iii) the Guaranties by the Borrower and Shaw Contract of
the Indebtedness described in Section 10.2(f)(ii); and (iv) that
certain Reimbursement and Security Agreement dated as of November 1,
1991, as amended from time to time, between the Borrower (successor to
Queen Carpet Corporation) and Wachovia, N.A. (f/k/a Wachovia Bank of
Georgia, N.A.)), prohibiting the creation or assumption of any Lien
upon its properties, whether now owned or hereafter acquired; or"
SECTION 2. EFFECTIVENESS OF AMENDMENT. This Second Amendment, and
the amendments effected hereby, shall be effective only upon the satisfaction
of each of the following conditions precedent to effectiveness:
(a) this Second Amendment shall be executed and delivered by each
of the Borrower, the Issuing Bank, the Agents and the Requisite Lenders; and
(b) the Administrative Agent shall have received a certificate
dated the date hereof from the Senior Vice President of Finance or the
Treasurer of the Borrower certifying that,
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immediately prior to and after giving effect to the amendment contemplated
hereby, no Default or Event of Default under the Credit Agreement exists.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
(a) In order to induce the Issuing Bank, the Agents and the
Lenders to enter into this Second Amendment, the Borrower hereby reaffirms each
of the representations and warranties of the Borrower contained in the Credit
Agreement as of the date hereof except for either: (i) the occurrence of any
event that would render such representations or warranties untrue, but that is
expressly permitted by the terms of the Credit Agreement or which would not
cause an Event of Default under the Credit Agreement or (ii) the occurrence of
any event that would render such representations or warranties untrue but that
previously has been disclosed in writing to the Lenders.
(b) The execution, delivery and performance of this Second
Amendment by the Borrower does not require the consent of any other Person
under any document, instrument or agreement to which the Borrower is a party or
under which the Borrower is bound.
SECTION 4. REFERENCES TO THE CREDIT AGREEMENT. Each reference to the
Credit Agreement in any of the Loan Documents shall be deemed to be a reference
to the Credit Agreement, as amended by this Second Amendment, and as the same
may be further amended, restated, supplemented or otherwise modified from time
to time in accordance with Section 13.6 of the Credit Agreement.
SECTION 5. BENEFITS. This Second Amendment shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
SECTION 6. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
SECTION 7. EFFECT. Except as expressly herein amended, the terms and
conditions of the Credit Agreement shall remain in full force and effect
without amendment or modification, express or implied.
SECTION 8. COUNTERPARTS. This Second Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original and
shall be binding upon all parties, their successors and assigns.
SECTION 9. DEFINITIONS. All capitalized terms which are used herein
and not otherwise defined herein shall have the meanings given such terms as
set forth in the Credit Agreement.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
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[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF OCTOBER 6, 1998 WITH SHAW INDUSTRIES, INC.]
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Amended and Restated Credit Agreement to be executed under seal by
their duly authorized officers as of the date first above written.
THE BORROWER:
SHAW INDUSTRIES, INC.
By: /s/
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Title:
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THE ADMINISTRATIVE AGENT:
NATIONSBANK, N.A., as Administrative Agent
By: /s/
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Title:
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THE ISSUING BANK:
NATIONSBANK, N.A., as Issuing Bank
By: /s/
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Title:
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THE DOCUMENTATION AGENT:
SUNTRUST BANK, ATLANTA,
as Documentation Agent
By: /s/
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF OCTOBER 6, 1998 WITH SHAW INDUSTRIES, INC.]
THE LENDERS:
NATIONSBANK, N.A., as a Lender and Swing
Line Lender
By: /s/
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Title:
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SUNTRUST BANK, ATLANTA
By: /s/
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Title:
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WACHOVIA BANK, N.A.
By: /s/
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Title:
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FIRST UNION NATIONAL BANK
By: /s/
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Title:
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THE FIRST NATIONAL BANK OF CHICAGO
By: /s/
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF OCTOBER 6, 1998 WITH SHAW INDUSTRIES, INC.]
THE FUJI BANK, LIMITED, ATLANTA
AGENCY
By: /s/
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Title:
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SOUTHTRUST BANK, N.A.
By: /s/
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Title:
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THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/
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Title:
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BANQUE NATIONALE DE PARIS, HOUSTON
AGENCY
By: /s/
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Title:
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THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /s/
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF OCTOBER 6, 1998 WITH SHAW INDUSTRIES, INC.]
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY
By: /s/
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Title:
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