EXHIBIT 10.44
OMNIBUS AMENDMENT TO
RECEIVABLES TRANSFER AGREEMENT,
RECEIVABLES SALE AGREEMENT AND
RECEIVABLES PURCHASE AGREEMENT
This Omnibus Amendment to Receivables Transfer Agreement,
Receivables Sale Agreement and Receivables Purchase Agreement (this
"Amendment") is entered into as of January 16, 2002 by and among (i) Bentley
Xxxxx, Inc., a Delaware corporation ("Bentley"), Chatham Marketing Co., a North
Carolina corporation ("Chat ham"), Guilford of Maine Marketing Co., a Nevada
corporation ("Guilford"), Intek Marketing Co., a Nevada corporation ("Intek"),
Interface Americas, Inc., a Georgia corporation ("Interface Americas"),
Interface Architectural Resources, Inc., a Michigan corporation ("Interface
Architectural"), Interface Flooring Systems, Inc., a Georgia corporation
("Interface Flooring"), Pandel, Inc., a Georgia corporation ("Pandel"), and
Toltec Fabrics, Inc., a Georgia corporation ("Toltec" and together with Bentley,
Chatham, Guilford, Intek, Interface Americas, Interface Architectural, Interface
Flooring and Pandel, the "Original Sellers" and, individually, an "Original
Seller"), (ii) Interface, Inc., a Georgia corporation ("Interface"), (iii)
Interface Securitization Corporation, a Delaware corporation ("SPV"), (iv)
Jupiter Securitization Corporation ("Company") and (v) Bank One, NA (Main Office
Chicago), as Agent and as a Financial Institution. Unless defined elsewhere
herein, capitalized terms used in this Amendment shall have the meanings
assigned to such terms in the Purchase Agreement (as defined below).
PRELIMINARY STATEMENTS
Each of the Original Sellers and Interface are party to a
certain Receivables Transfer Agreement, dated as of December 19, 2000 and as
amended, restated, supplemented or otherwise modified from time to time and in
effect immediately prior to the date hereof (the "Transfer Agreement").
SPV and Interface are party to a certain Receivables Sale
Agreement, dated as of December 19, 2000 and as amended, restated, supplemented
or otherwise modified from time to time and in effect immediately prior to the
date hereof (the "Sale Agreement").
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SPV, Interface, Company and Bank One, NA (Main Office Chicago)
are party to a certain Receivables Purchase Agreement, dated as of December 19,
2000 and as amended, restated, supplemented or otherwise modified from time to
time and in effect immediately prior to the date hereof (the "Purchase
Agreement").
Each the parties hereto desires to make certain amendments to
the Transfer Agreement, the Sale Agreement and the Purchase Agreement, as
applicable, as more fully described herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments. Subject to the terms and conditions set
forth herein and upon the effectiveness of this Amendment:
(a) Exhibit II to the Transfer Agreement is
hereby amended by adding the following address as a "Location of Records" for
each of Pandel and Interface Architectural in such exhibit:
X.X. Xxx 0000
Xxxxxxx Xxxx Xxxx
XxXxxxxx, XX 00000
(b) Exhibit III to the Transfer Agreement is
hereby amended by replacing the number "55-34811" in such exhibit with the
number "51-34811".
(c) Exhibit III to the Sale Agreement is hereby
amended by replacing the number "55-34811" in such exhibit with the number
"51-34811".
(d) Exhibit IV to the Purchase Agreement is
hereby amended by replacing the number "55-34811" in such exhibit with the
number "51-34811".
2. Conditions to Effectiveness of Amendment. This
Amendment shall become effective as of December 19, 2000, upon the Agent's
receipt of executed counter parts of this Amendment.
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3. Effect of Amendments.
(a) The amendments set forth herein are
effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Transfer
Agreement, the Sale Agreement, the Purchase Agreement or of any other instrument
or agreement referred to in any of the foregoing or (ii) prejudice any right or
remedy that the Originator, SPV, any Financial Institution, the Company or the
Agent may now have or may have in the future under or in connection with the
Transfer Agreement, the Sale Agreement or the Purchase Agreement, each as
amended hereby, or any other instrument or agreement referred to in any of the
foregoing. Each reference in the Transfer Agreement to "this Agreement,"
"herein," "hereof" and words of like import and each reference in the other
Transaction Documents to the "Transfer Agreement" or "Receivables Transfer
Agreement" shall mean the Transfer Agreement as amended hereby. Each reference
in the Sale Agreement to "this Agreement," "herein," "hereof" and words of like
import and each reference in the other Transaction Documents to the "Sale
Agreement" or "Receivables Sale Agreement" shall mean the Sale Agreement as
amended hereby. Each reference in the Purchase Agreement to "this Agreement,"
"herein," "hereof" and words of like import and each reference in the other
Transaction Documents to the "Purchase Agreement" or "Receivables Purchase
Agreement" shall mean the Purchase Agreement as amended hereby. This Amendment
shall be construed in connection with and as part of the Transfer Agreement, the
Sale Agreement and the Purchase Agreement, as applicable, and except as herein
amended, all terms, conditions, representations, warranties, covenants and
agreements set forth in the Transfer Agreement, the Sale Agreement, the Purchase
Agreement and each other instrument or agreement referred to in any of the
foregoing are hereby ratified and confirmed and shall remain in full force and
effect.
(b) This Amendment is a Transaction Document
executed pursuant to each of the Transfer Agreement, the Sale Agreement and the
Purchase Agreement, as applicable, and shall be construed, administered and
applied in accordance with the terms and provisions of each of the Transfer
Agreement, the Sale Agreement and the Purchase Agreement, as applicable.
(c) Seller hereby agrees to pay all reasonable
costs, fees and expenses actually incurred in connection with the preparation,
execution and delivery of this Amendment (including the reasonable fees and
expenses actually incurred by counsel to the Agent and the Purchasers).
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(d) This Amendment may be executed in any number
of counter parts, each such counterpart constituting an original and all of
which when taken together shall constitute one and the same instrument. Delivery
of an executed counterpart of a signature page hereto by facsimile shall be
effective as delivery of an originally executed counterpart of this Amendment;
provided that each party hereto agrees to deliver to the Agent originally
executed counterparts of this Amendment on a timely basis.
(e) Any provision contained in this Amendment
that is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the operation, enforceability or validity of the remaining provisions
of this Amendment in that jurisdiction or the operation, enforceability or
validity of such provision in any other jurisdiction.
(f) THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(Signature Pages Follow)
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized officers as of
the date hereof.
BENTLEY XXXXX, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
CHATHAM MARKETING CO.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
GUILFORD OF MAINE MARKETING CO.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTEK MARKETING CO.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTERFACE AMERICAS, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTERFACE ARCHITECTURAL RESOURCES, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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INTERFACE FLOORING SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
PANDEL, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
TOLTEC FABRICS, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTERFACE, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and CFO
INTERFACE SECURITIZATION CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President, Treasurer
and Assistant Secretary
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JUPITER SECURITIZATION CORPORATION
By: /s/ Xxx Xxxxxxxx
---------------------------------
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO)
By: /s/ Xxx Xxxxxxxx
---------------------------------
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
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