<PAGE>
EXECUTION COPY
FOURTH AMENDMENT AND WAIVER, dated as of July 14, 2000 (this
"AMENDMENT AND WAIVER"), to the CREDIT AND GUARANTEE AGREEMENT, dated as of
August 14, 1996 (as amended pursuant to the First Amendment thereto, dated as
of June 19, 1997, the Second Amendment thereto, dated as of September 30,
1997, the Third Amendment thereto, dated as of November 19, 1998, and as the
same may be further amended, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"), among DAL-TILE INTERNATIONAL INC., a Delaware
corporation ("HOLDINGS"), DAL-TILE GROUP INC., a Delaware corporation (the
"BORROWER"), the several banks and other financial institutions from time to
time parties thereto (collectively, the "LENDERS"), CREDIT SUISSE FIRST
BOSTON, as documentation agent (in such capacity, the "DOCUMENTATION AGENT"),
and THE CHASE MANHATTAN BANK ("CHASE"), a New York banking corporation, as
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT").
W I T N E S S E T H :
WHEREAS, the Borrower has requested that the Lenders amend and
waive the Credit Agreement in the manner provided for herein; and0
WHEREAS, the Lenders are willing to amend and waive the Credit
Agreement in the manner and on the terms and conditions provided for herein;
and
WHEREAS, the Borrower intends to enter into a joint venture
transaction with EMILCERAMICA through a newly formed jointly owned company
all as described in Annex A hereto;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:
SECTION 1. DEFINITIONS AND SECTION REFERENCES
1.1 DEFINED TERMS. Unless otherwise defined herein, terms
which are defined in the Credit Agreement and used herein are so used as so
defined.
1.2 SECTION REFERENCES. Unless otherwise indicated, all
Section and subsection references are to the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT
2.1 AMENDMENT TO SUBSECTION 7.1. Subsection 7.1 of the
Credit Agreement is hereby amended by (i) adding the word "and" at the end of
paragraph (b) thereof and (ii) deleting paragraph (c) of such subsection in
its entirety.
<PAGE>
2
2.2 AMENDMENT TO SUBSECTION 8.4(e). Subsection 8.4 of the
Credit Agreement is hereby amended by deleting paragraph (e) of such
subsection in its entirety and inserting in lieu thereof the following new
paragraph:
"(e) guarantees by Holdings and its Subsidiaries incurred in
the ordinary course of business for an aggregate amount not to exceed
$20,000,000 at any one time outstanding."
2.3 AMENDMENT TO SUBSECTION 8.7. Subsection 8.7 of the
Credit Agreement is hereby amended by deleting such subsection in its
entirety and inserting in lieu thereof the following new subsection:
"8.7 LIMITATION ON LEASES. Permit Consolidated Lease Expense
for any fiscal year of the Borrower to exceed (a) for fiscal year 2001,
$55,000,000, (b) for fiscal year 2002, $65,000,000, and (c) for fiscal year
2003, $65,000,000."
2.4 AMENDMENT TO SUBSECTION 8.9. Subsection 8.9 of the
Credit Agreement is hereby amended by deleting the table appearing in such
subsection in its entirety and inserting in lieu thereof the following new
table:
<TABLE>
<CAPTION>
FISCAL YEAR ENDING AMOUNT
------------------ ------
<S> <C>
12/31/00 $35,000,000
12/31/01 65,000,000
12/31/02 70,000,000
12/31/03 70,000,000
</TABLE>
SECTION 3. WAIVER OF SECTION 7.9
The Administrative Agent and the Required Lenders hereby
expressly waive the application of Section 7.9(b) of the Credit Agreement to
the extent such section would require any Joint Venture Entity (as defined in
Annex A hereto) or any Subsidiary of any Joint Venture Entity to become a
Subsidiary Guarantor, to grant a security interest in its assets or to create
a Lien on any Capital Stock owned by it or to deliver any certificates with
respect thereto.
SECTION 4. MISCELLANEOUS
4.1 REPRESENTATIONS AND WARRANTIES. On and as of the date
hereof, Holdings and the Borrower hereby confirm, reaffirm and restate the
representations and warranties set forth in Section 5 of the Credit Agreement
MUTATIS MUTANDIS (after giving effect to any amendments thereto pursuant to
this Amendment and Waiver), except to the extent that such representations
and warranties expressly relate to a specific earlier date in which case
Holdings
<PAGE>
and the Borrower hereby confirm, reaffirm and restate such representations
and warranties as of such earlier date.
4.2 EFFECTIVENESS. This Amendment and Waiver shall become
effective as of the date (the "EFFECTIVE DATE") upon which the Administrative
Agent shall have received this Amendment and Waiver, executed and delivered
by a duly authorized officer of Holdings, the Borrower and the Required
Lenders with a counterpart for the Administrative Agent and a counterpart or
a conformed copy for each Lender.
4.3 CONTINUING EFFECT; NO OTHER AMENDMENTS OR WAIVERS.
Except as expressly amended and waived hereby, all of the terms and
provisions of the Credit Agreement are and shall remain in full force and
effect. The amendments and waivers provided for herein are limited to the
specific subsections of the Credit Agreement specified herein and shall not
constitute an amendment or waiver of, or an indication of the Administrative
Agent's or the Lenders' willingness to amend or waive, any other provisions
of the Credit Agreement or the same subsection for any other date or time
period (whether or not such other provisions or compliance with such
subsections for another date or time period are affected by the circumstances
addressed in this Amendment and Waiver).
4.4 EXPENSES. The Borrower agrees to pay and reimburse the
Administrative Agent for all reasonable costs and out-of-pocket expenses
incurred by the Administrative Agent in connection with the preparation and
delivery of this Amendment and Waiver, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent.
4.5 COUNTERPARTS. This Amendment and Waiver may be executed
in any number of counterparts by the parties hereto (including by facsimile
transmission), each of which counterparts when so executed shall be an
original, but all the counterparts shall together constitute one and the same
instrument.
4.6 GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be executed and delivered by their respective duly
authorized officers as of the date first above written.
DAL-TILE INTERNATIONAL INC.
By:
--------------------------------
Name:
Title:
DAL-TILE GROUP INC.
By:
--------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By:
--------------------------------
Title:
ALLIED IRISH BANK
By:
--------------------------------
Title:
BANK LEUMI USA
By:
--------------------------------
Title:
<PAGE>
BANK OF AMERICA
By:
--------------------------------
Title:
BANK OF NEW YORK
By:
--------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
--------------------------------
Title:
BANK OF TOKYO-MITSUBISHI
By:
--------------------------------
Title:
CIBC INC.
By:
--------------------------------
Title:
CHASE BANK OF TEXAS, N.A.
By:
--------------------------------
Title:
<PAGE>
CREDIT SUISSE FIRST BOSTON
By:
--------------------------------
Title:
CREDIT LYONNAIS
By:
--------------------------------
Title:
FLEET BANK
By:
--------------------------------
Title:
FLEET NATIONAL BANK
By:
--------------------------------
Title:
FOOTHILL INCOME TRUST L.P.
By:
--------------------------------
Title:
THE FUJI BANK, LIMITED
By:
--------------------------------
Title:
<PAGE>
INDUSTRIAL BANK OF JAPAN (NEW YORK)
By:
--------------------------------
Title:
MERRILL LYNCH SENIOR FLOATING FUND
By:
--------------------------------
Title:
ML DEBT STRATEGIES FUND, INC.
By:
--------------------------------
Title:
METLIFE INVESTMENT
By:
--------------------------------
Title:
MITSUBISHI TRUST AND BANKING
CORPORATION (USA)
By:
--------------------------------
Title:
ML CBO IV (CAYMAN) LTD.
By:
--------------------------------
Title:
<PAGE>
PNC CORPORATE BANKING
By:
--------------------------------
Title:
SENIOR DEBT PORTFOLIO (EATON VANCE)
By:
--------------------------------
Title:
SENIOR HIGH INCOME PORTFOLIO
By:
--------------------------------
Title:
SOCIETE GENERALE, (NEW YORK)
By:
--------------------------------
Title:
SUNTRUST BANK INC.
By:
--------------------------------
Title:
FIRST UNION NATIONAL BANK
By:
--------------------------------
Title:
<PAGE>
KZH SOLEIL LLC
By:
--------------------------------
Title:
CYPRESS TREE INVESTMENT
MANAGEMENT COMPANY, INC.
By:
--------------------------------
Title:
CYPRESSTREE INVESTMENT PARTNERS I
By:
--------------------------------
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By:
--------------------------------
Title:
CYPRESSTREE SENIOR FLOATING RATE FUND
By:
--------------------------------
Title:
KZH PAMCO LLC
By:
--------------------------------
Title:
<PAGE>
KZH--CYPRESSTREE--1 LLC
By:
--------------------------------
Title:
KZH HIGHLAND-2 LLC
By:
--------------------------------
Title:
NATIONSBANC MONTGOMERY SECURITIES LLC
By:
--------------------------------
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By:
--------------------------------
Title:
VAN KAMPEN SENIOR INCOME TRUST
By:
--------------------------------
Title:
<PAGE>
CONSENT
The undersigned hereby acknowledges receipt of a copy of and
consents to the execution and delivery by Holdings and the Borrower of the
Fourth Amendment and Waiver to which this Consent is attached (the "AMENDMENT
AND WAIVER"). The undersigned further confirms and agrees that, after giving
effect to the Fourth Amendment and Waiver, each Loan Document to which it is
a party shall continue in full force and effect in accordance with its terms.
DAL-TILE CORPORATION
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
