Exhibit 4.15
AMENDED AND RESTATED
CREDIT AGREEMENT DATED
AS OF JUNE 3, 1996
AMENDMENT
AMENDMENT, dated as of March 27, 1997 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of June 3, 1996 (as amended
prior to the date hereof and as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
PRODUCTS CO., a Delaware corporation (the "Borrower"), ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CANADA
INC., a Canadian corporation (the "Canadian Borrower"), ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
CORPORATION, a Delaware corporation ("Holdings"), the financial institutions
parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK (formerly known as
Chemical Bank), a New York banking corporation, as agent to the lenders
thereunder (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Canadian Borrower and Holdings have
requested the Lenders to amend the Credit Agreement as set forth herein; and
WHEREAS, the Lenders are willing to amend the Credit Agreement
on and subject to the terms and conditions thereof;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the parties
hereto, the parties agree as follows:
SECTION 1. Definitions. Unless otherwise defined herein,
terms defined in the Credit Agreement are used herein as therein defined.
SECTION 2. Amendment of Section 6.02 (Dividends and
Distributions). Section 6.02(b) of the Credit Agreement is hereby amended by
inserting immediately at the end thereof the phrase" plus an additional
$12,000,000 for the period from April 1, 1997 through December 31, 1997".
SECTION 3. Representations and Warranties. The parties hereto
hereby represent and warrant to the Administrative Agent and each Lender that
after giving effect to the amendments contained herein, each party hereto hereby
confirms, reaffirms and restates the representations and warranties set forth in
Article III of the Credit Agreement as if made on and as of the Amendment
Effective Date, except as they may specifically relate to an earlier date;
provided that such representations and warranties shall be and hereby are
amended so that all references to the Agreement therein shall be deemed a
reference to (i) the Credit Agreement, (ii) this Amendment and (iii) the Credit
Agreement as amended by this Amendment.
1
SECTION 4. Conditions Precedent. This Amendment shall become
effective as of the date hereof (the "Amendment Effective Date") when each of
the conditions precedent set forth below shall have been fulfilled:
(a) Amendment. The Administrative Agent shall have received
this Amendment, executed and delivered by a duly authorized officer of each of
the Borrower, the Canadian Borrower, Holdings and the Required Lenders.
(b) No Default or Event of Default. On and as of the Amendment
Effective Date and after giving effect to this Amendment and the transactions
contemplated hereby, no Default or Event of Default shall have occurred and be
continuing.
(c) Representations and Warranties. The representations and
warranties made by the Borrower and the Canadian Borrower in the Credit
Agreement and herein after giving effect to this Amendment and the transactions
contemplated hereby shall be true and correct in all material respects on and as
of the Amendment Effective Date as if made on such date, except where such
representations and warranties relate to an earlier date in which case such
representations and warranties shall be true and correct as of such earlier
date.
(d) Acknowledgement, Consent and Amendment. The Administrative
Agent shall have received from each of Holdings, the Borrower, the Canadian
Borrower and the other Loan Parties with respect to each Loan Document to which
it is a party a duly executed Acknowledgment, Consent and Amendment,
substantially in the form of Exhibit A hereto.
SECTION 5. Continuing Effect of Credit Agreement. This
Amendment shall not constitute an amendment or waiver of any provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
an amendment, waiver or consent to any action on the part of any party hereto
that would require an amendment, waiver or consent of the Administrative Agent
or the Lenders except as expressly stated herein. Except as expressly amended
and waived hereby, the provisions of the Credit Agreement are and shall remain
in full force and effect.
SECTION 6. Expenses. The Borrower and the Canadian Borrower
agree to pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with (a) the
negotiation, preparation, execution and delivery of this Amendment and any other
documents prepared in connection herewith, and consummation of the transactions
contemplated hereby and thereby, including the fees and expenses of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Administrative Agent, and (b) the enforcement
or preservation of any rights under this Amendment and any other such documents.
2
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
SECTION 8. Counterparts. This Amendment may be executed in
any number of counterparts by the parties hereto, each of which counterparts
when so executed shall be an original, but all counterparts taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective duly authorized
officers as of the day and year first above written.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PRODUCTS CO.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CANADA INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CORPORATION
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
3
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent and a Lender
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
NATIONSBANK, N.A., as Managing Agent and aLender
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
AERIES FINANCE LTD.
By /s/ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Director
CERES FINANCE LTD.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
STRATA FUNDING LTD.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
4
RESTRUCTURED OBLIGATIONS BACKED BY SENIOR ASSETS B.V.
By: Chancellor LGT Senior Secured Management, Inc., as Portfolio
Advisor
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
BANK OF IRELAND - GRAND CAYMAN BRANCH
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
THE BANK OF NEW YORK
By /s/ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Relationship Manager
BANK OF SCOTLAND
By /s/ ▇▇▇▇▇ ▇▇▇▇ Tat
Name: ▇▇▇▇▇ ▇▇▇▇ Tat
Title: Assistant Vice President
5
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By
Name:
Title:
BANQUE PARIBAS
By
Name:
Title:
BRANCH BANKING AND TRUST COMPANY
By /s/ W. ▇▇▇▇▇ ▇▇▇▇▇
Name: W. ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
OCTAGON CREDIT INVESTORS LOAN PORTFOLIO (a unit of The
Chase Manhattan Bank)
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
CIBC INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director, CIBC Wood Gundy Securities Corp. AS AGENT
6
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
By /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇
Name: ▇▇▇▇▇ ▇'▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH AND CREDIT LYONNAIS ATLANTA AGENCY
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
By
Name:
Title:
CREDITANSTALT CORPORATE FINANCE, INC.
By /s/ W. ▇▇▇▇▇ ▇▇▇▇▇
Name: W. ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Associate
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: EVP
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company
its Investment Manager
By
Name:
Title:
7
CRESTAR BANK
By
Name:
Title:
DRESDNER BANK, A.G. NEW YORK AND GRAND CAYMAN BRANCHE
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Treasurer
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By /s/ ▇▇▇▇▇ Silendo
Name: ▇▇▇▇▇ Silendo
Title: Vice President
FUJI BANK
By
Name:
Title:
GIROCREDIT BANK
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: First Vice President
8
INDOSUEZ CAPITAL FUNDING II LTD.
By: Indosuez Capital, as Portfolio Advisor
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.
By /s/ Takuya Honjo
Name: Takuya Honjo
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN LTD., NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Deputy General Manager
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND, INC.
By
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P.,
as Investment Advisor
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇
Title: Senior Vice President
9
SENIOR HIGH INCOME PORTFOLIO, INC.
By
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO,
INC., as successor in interest
to SENIOR HIGH INCOME PORTFOLIO
II, INC.
By
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO,
INC., as successor in interest
to SENIOR STRATEGIC INCOME FUND,
INC.
By
Name:
THE MITSUBISHI TRUST AND BANKING CORPORATION
By
Name:
Title:
NBD BANK
By
Name:
Title:
10
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By NEW YORK LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇ ▇. Benerento
Name: ▇▇▇▇▇▇ ▇. Benerento
Title: Assistant Vice President
THE NIPPON CREDIT BANK, LTD.
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Manager
SOCIETE GENERALE
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President, Manager
THE SUMITOMO TRUST & BANKING CO., LTD.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President, Manager, Corporate Finance Dept.
SUNTRUST BANK, ATLANTA
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Banking Officer
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Group Vice President
11
THE TORONTO-DOMINION BANK
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager, Credit Administration
THE TRAVELERS INSURANCE COMPANY
By
Name:
Title:
THE TRAVELERS INDEMNITY COMPANY
By
Name:
Title:
UNITED STATES NATIONAL BANK OF OREGON
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST
By
Name:
Title:
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, N.A.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇ FARGO BANK
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE YASUDA TRUST & BANKING CO., LTD.
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Representative
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By:
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as Investment Advisor
By:
Name:
Title:
13
PARIBAS CAPITAL FUNDING LLC
By:
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Protective Asset Management LLC, as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, CPA, CFA
Title: President
14
EXHIBIT A TO
AMENDMENT
ACKNOWLEDGEMENT, CONSENT AND AMENDMENT
Each of the undersigned corporations hereby:
(a) acknowledges and consents to the execution, delivery and
performance of the Amendment, dated as of March 27, 1997 (the "Amendment") to
the Amended and Restated Credit Agreement dated as of June 3, 1996 (as the same
may be amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Canada Inc. (the "Canadian
Borrower") ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Products Co. (the "Borrower"), ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
Corporation ("Holdings"), the several banks and other institutions from time to
time parties to the Credit Agreement (the "Lenders") and The Chase Manhattan
Bank, as administrative agent to the lenders thereunder (in such capacity, the
"Administrative Agent"); and
(b) agrees that such execution, delivery and performance shall not in
any way affect such corporation's obligations under any Loan Document (as
defined in the Credit Agreement) to which such corporation is a party, which
obligations on the date hereof remain absolute and unconditional and are not
subject to any defense, set-off or counterclaim;
Dated: March 27, 1997
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PRODUCTS CO.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CANADA INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CORPORATION
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
PACJ, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
1
THE AKRO CORPORATION
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
DURA CONVERTIBLE SYSTEMS, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
IMPERIAL WALLCOVERINGS, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
MARKETING SERVICE, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
GREFAB, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
WICKES ASSET
MANAGEMENT, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
2
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ INTERNATIONAL CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President, Treasurer
WICKES MANUFACTURING COMPANY
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr.
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr.
Title: Assistant Treasurer
WICKES REALTY, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
ACK-TI-LINING, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
AMCO CONVERTIBLE FABRICS, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
3
MANCHESTER PLASTICS, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
▇▇▇▇▇▇ PLASTICS, INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PROPERTIES, INC. (f/k/a ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ FLOOR
COVERINGS) GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary and Treasurer
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CARPE& ACOUSTICS (TN), Inc.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CARPET & ACOUSTICS (MI), INC.
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
4