FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit
99.1
FIFTH
AMENDMENT TO
FIFTH
AMENDED AND RESTATED CREDIT AGREEMENT
THIS
FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of February 21, 2006, by and among Interface, Inc.,
Interface Europe Ltd., and Interface Europe B.V. (each a "Borrower"
and,
collectively, the "Borrowers");
the
"Subsidiary L/C Account Parties" listed on the signature pages hereto; the
"Lenders" listed on the signature pages hereto; and Wachovia Bank, National
Association, as Domestic Agent, Multicurrency Agent and Collateral Agent (in
each of such capacities, the "Agent").
W I T N E S S E T H:
WHEREAS,
the Borrowers, the Subsidiary L/C Account Parties, the Lenders, the L/C Issuers,
and the Agent executed and delivered that certain Fifth Amended and Restated
Credit Agreement dated as of June 17, 2003, as amended by that certain First
Amendment to Fifth Amended and Restated Credit Agreement dated as of March
30,
2004, that certain Second Amendment to Fifth Amended and Restated Credit
Agreement and Waiver dated as of December 29, 2004, that certain Third
Amendment to Fifth Amended and Restated Credit Agreement dated as of June 14,
2005, and that certain Fourth Amendment to Fifth Amended and Restated Credit
Agreement dated as of September 30, 2005 (as the same may be amended, restated,
supplemented, or otherwise modified from time to time, the "Credit
Agreement");
WHEREAS,
the Borrowers have requested, and the Agent, the Lenders, and the L/C Issuers
have, subject to the terms and conditions set forth herein, agreed to, a certain
amendment to the Credit Agreement as described below;
NOW,
THEREFORE, for and in consideration of the above premises and other good and
valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the Borrowers, the Subsidiary L/C Account
Parties, the Lenders party hereto, the L/C Issuers party hereto, and the Agent
hereby covenant and agree as follows:
1. Definitions.
Unless
otherwise specifically defined herein, each term used herein which is defined
in
the Credit Agreement shall have the meaning assigned to such term in the Credit
Agreement. Each reference to "hereof," "hereunder," "herein," and "hereby"
and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Credit Agreement shall from and after
the date hereof refer to the Credit Agreement as amended hereby.
2. Amendment
to Credit Agreement.
(a) The
definition of "Financial Covenant Effective Date" in Section 1.01 of the Credit
Agreement is amended so that it reads, in its entirety, as follows:
"Financial
Covenant Effective Date"
shall
mean each date after the Closing Date on which Excess Availability (Domestic)
is
less than $20,000,000 (provided that, in calculating "Excess Availability
(Domestic)" for purposes of this definition, the Reserve Amount shall not be
deducted from the calculation of the Domestic Borrowing Base).
3. Restatement
of Representations and Warranties.
Each of
the Borrowers and the Subsidiary L/C Account Parties hereby restates and renews
each and every representation and warranty heretofore made by it in the Credit
Agreement and the other Credit Documents as fully as if made on the date hereof
(except where reference is made to a specific date, in which case such
representation and warranty shall have been true and correct in all material
respects as of such specific date) and after giving effect to the terms of
this
Amendment.
4. Effect
of Amendment.
Except
as set forth expressly hereinabove, all terms of the Credit Agreement and the
other Credit Documents shall be and remain in full force and effect, and shall
constitute the legal, valid, binding and enforceable obligations of the
Borrowers and the Subsidiary L/C Account Parties. The amendment contained herein
shall be deemed to have prospective application only, unless otherwise
specifically stated herein.
5. Ratification.
Each of
the Borrowers and the Subsidiary L/C Account Parties hereby restates, ratifies
and reaffirms each and every term, covenant and condition set forth in the
Credit Agreement and the other Credit Documents effective as of the date
hereof.
6. Counterparts.
This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which may be delivered by facsimile
and
which when so executed and delivered (including counterparts delivered by
facsimile) shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same instrument.
7. Section
References.
Section
titles and references used in this Amendment shall be without substantive
meaning or content of any kind whatsoever and are not a part of the agreements
among the parties hereto evidenced hereby.
8. No
Default.
To
induce the Agent, the Lenders party hereto, and the L/C Issuers party hereto
to
enter into this Amendment and to continue to make advances pursuant to the
Credit Agreement, each of the Borrowers and the Subsidiary L/C Account Parties
hereby acknowledges and agrees that, as of the date hereof, and after giving
effect to the terms hereof, there exists (i) no Default or Event of Default
(including, without limitation, with respect to Section 9.06 of the Credit
Agreement as it relates to the Senior Subordinated Notes Indenture, the Existing
Senior Notes Indenture, and the Additional Senior Notes Indenture) and
(ii) no right of offset, defense, counterclaim, claim or objection in favor
of any of the Borrowers or any of the Subsidiary L/C Account Parties arising
out
of or with respect to any of the Loans or other obligations of the Borrowers
or
the Subsidiary L/C Account Parties owed to the Lenders or the L/C Issuers under
the Credit Agreement or the other Credit Documents.
9. Further
Assurances.
Each of
the Borrowers and the Subsidiary L/C Account Parties agrees to take such further
actions as the Agent shall reasonably request in connection herewith to evidence
the amendment herein contained.
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10 Governing
Law.
This
Amendment shall be governed by and construed and interpreted in accordance
with,
the laws of the State of New York (without giving effect to the conflicts of
law
principles thereof, other than Section 5-1401 of the New York General
Obligations Law).
11. Conditions
Precedent.
This
Amendment shall become effective only upon execution and delivery of (i) this
Amendment by each of the Borrowers, each of the Subsidiary L/C Account Parties,
the Agent (in its capacities as Domestic Agent, Multicurrency Agent, and
Collateral Agent), the Required Lenders, and the L/C Issuers and (ii) the
acknowledgement and agreement of the other Credit Parties in the form attached
hereto.
[SIGNATURES
ON FOLLOWING PAGES]
3
IN
WITNESS WHEREOF, each of the Borrowers, the Subsidiary L/C Account Parties,
the
Agent (in its capacities as Domestic Agent, Multicurrency Agent, and Collateral
Agent), the Lenders, and the L/C Issuers has caused this Amendment to be duly
executed, under seal, by its duly authorized officer as of the day and year
first above written.
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WACHOVIA
BANK, NATIONAL
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ASSOCIATION,
as Domestic Agent, Multicurrency
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Agent,
Collateral Agent, Domestic L/C Issuer, UK
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Multicurrency
L/C Issuer, and as a Lender
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By:
/s/ Xxxxxx X.
Xxxxx
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Name:
Xxxxxx X. Xxxxx
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Title:
Director
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BANK
OF AMERICA, N.A., (as successor in
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interest
to Fleet Business Capital Corporation), as
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a
Lender
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By:
/s/
Xxxxxx
Xxxx
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Name:
Xxxxxx Xxxx
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Title:
SVP
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GENERAL
ELECTRIC CAPITAL
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CORPORATION
(for itself and as successor in
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interest
to Transamerica Business Capital
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Corporation),
as a Lender
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By:
/s/ Xxxxx
X.
Xxxxxxx
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Name: Xxxxx
X. Xxxxxxx
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Title:
Duly Authorized
Signatory
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THE
CIT GROUP/COMMERCIAL SERVICES,
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INC.,
as a Lender
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By:
/s/
M. Xxx
Xxxxxxxxx
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Name:
M. Xxx Xxxxxxxxx
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Title:
Vice
President
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SIEMENS
FINANCIAL SERVICES, INC., as a
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Lender
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By:
/s/
Xxxxx
Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title:
Vice President -
Credit
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BORROWERS:
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INTERFACE,
INC.
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By:
/s/
Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Vice President
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INTERFACE
EUROPE B.V.
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INTERFACE
EUROPE LTD.
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By:
/s/
Xxxxxxx X. Xxxxxxx
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Name:
Xxxxxxx X. Xxxxxxx
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Title:
Director
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SUBSIDIARY
L/C ACCOUNT PARTIES:
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INTERFACE
FLOORING SYSTEMS, LLC
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INTERFACE
FABRICS, INC.
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INTERFACE
ARCHITECTURAL RESOURCES,
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INC.
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By:
/s/
Xxxxxxx X.
Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Vice
President
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ACKNOWLEDGMENT
AND AGREEMENT OF OTHER CREDIT PARTIES
Each
of
the following has caused this Amendment to be duly executed, under seal, by
its
duly authorized officer as of the day and year first above written, thereby
evidencing its acknowledgement and agreement to the same and its reaffirmation
(in light of the content of such Amendment) of all of its obligations and
covenants under the Credit Documents to which it is a party (including, without
limitation, the Domestic Guaranty Agreements or UK Guaranty and Security
Agreement):
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OTHER
CREDIT PARTIES:
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BENTLEY
PRINCE STREET, INC. (f/k/a
BENTLEY
XXXXX, INC.)
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BENTLEY
XXXXX, INC. (f/k/a
BENTLEY
ROYALTY COMPANY)
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INTERFACE
FABRICS XXXXX, INC. (f/k/a
CHATHAM,
INC.)
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COMMERCIAL
FLOORING SYSTEMS, INC.
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FLOORING
CONSULTANTS, INC.
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INTERFACE
FABRICS GUILFORD, INC. (f/k/a
GUILFORD
OF MAINE, INC.)
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INTERFACE
AMERICAS, INC.
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INTERFACE
ARCHITECTURAL RESOURCES, INC.
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INTERFACE
FABRICS, INC.
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INTERFACE
FABRICS MARKETING, INC. (f/k/a INTERFACE FABRICS GROUP MARKETING
COMPANY)
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INTERFACE
OVERSEAS HOLDINGS, INC.
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INTERFACE
TEKNIT, INC.
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INTERFACEFLOR,
INC.
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INTERFACE
GLOBAL COMPANY APS
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PANDEL,
INC.
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QUAKER
CITY INTERNATIONAL, INC.
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RE:SOURCE
AMERICAS ENTERPRISES, INC.
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RE:SOURCE
MINNESOTA, INC.
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RE:SOURCE
NORTH CAROLINA, INC.
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RE:SOURCE
NEW YORK, INC.
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RE:SOURCE
OREGON, INC.
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RE:SOURCE
SOUTHERN CALIFORNIA, INC.
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RE:SOURCE
WASHINGTON, D.C., INC.
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SOUTHERN
CONTRACT SYSTEMS, INC.
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SUPERIOR/XXXXXX
FLOORING RESOURCES, INC.
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INTERFACE
FABRICS FINISHING, INC.
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By:
/s/ Xxxxxxx X.
Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Vice
President
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STRATEGIC
FLOORING SERVICES, INC.
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By:
/s/
Xxxxx X.
Xxxxxx
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Name:
Xxxxx
X. Xxxxxx
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Title:
Treasurer
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INTERFACE
REAL ESTATE HOLDINGS, LLC,
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By:
BENTLEY
PRINCE STREET, INC. (F/K/A
BENTLEY XXXXX, INC.),
its sole member
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By:
/s/
Xxxxxxx X.
Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Vice President
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INTERFACE
AMERICAS HOLDINGS, LLC,
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By:
INTERFACE, INC., its manager
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By:
/s/
Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Vice
President
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INTERFACE
AMERICAS RE:SOURCE TECHNOLOGIES, LLC,
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By:
INTERFACE FLOORING SYSTEMS, LLC, its
sole
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member
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By:
/s/
Xxxxxxx X.
Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Vice
President
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INTERFACE
FABRICS LIMITED
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By:
/s/
Xxxxxxx X.
Xxxxxxx
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Name:
Xxxxxxx X. Xxxxxxx
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Title:
Director
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