SECOND AMENDMENT TO
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER
THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER (this "Amendment") is dated as of December 29, 2004, 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 (as the same may be amended, restated,
supplemented, or otherwise modified from time to time, the "CREDIT AGREEMENT");
WHEREAS, the Borrowers have requested that the Agent, the Lenders, and
the L/C Issuers agree to certain amendments to the Credit Agreement as more
fully set forth herein;
WHEREAS, the Borrowers have requested that the Agent and the Lenders
waive certain provisions of the Subsidiary Pledge and Security Agreement;
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. AMENDMENTS TO CREDIT AGREEMENT; WAIVERS OF CERTAIN PROVISIONS OF
SUBSIDIARY PLEDGE AND SECURITY Agreement.
(a) Effective automatically as of April 1, 2005, but subject
to delivery to the Domestic Agent by Interface of its financial statements for
its fiscal year ending on or about January 2, 2005 (as required by Section
7.07(b)), and a Compliance Certificate for such period (as required by Section
7.07(c)), the definition of "Applicable Margin" in Section 1.01 of the Credit
Agreement shall be amended so that it reads, in its entirety, as follows:
"APPLICABLE MARGIN" shall mean, with respect to all outstanding Loans
bearing interest based on the Base Rate, the Adjusted LIBO Rate or the
UK Fixing Rate, for any day, the applicable percentage per annum
determined from the chart set forth below based on the Fixed Charge
Coverage Ratio (as determined from time to time in accordance with
Section 7.09, whether or not Section 7.09 is then in effect) (PROVIDED
that, with respect to each Eurocurrency Advance, the Applicable Margin
shall include the Mandatory Cost Rate, as determined pursuant to the
formula set forth on SCHEDULE 1.1(C) hereto):
------------- --------------------------------------------- ------------------ ------------------ -------------------
Fixed Charge Coverage Ratio (as determined Applicable
from time to time in accordance with Applicable Margin for Applicable Margin
Level Section 7.09, whether or not Section 7.09 Margin for Base Adjusted LIBO for UK Fixing
is then in effect) Advances Rate Advances Rate Advances
------------- --------------------------------------------- ------------------ ------------------ -------------------
I Less than or equal to 1.00 to 1.00 2.00 3.50 3.50
------------- --------------------------------------------- ------------------ ------------------ -------------------
II Greater than 1.00 to 1.00 but less than or
equal to 1.25 to 1.00 1.125 2.625 2.625
------------- --------------------------------------------- ------------------ ------------------ -------------------
III Greater than 1.25 to 1.00 but less than or
equal to 1.50 to 1.00 0.875 2.375 2.375
------------- --------------------------------------------- ------------------ ------------------ -------------------
IV Greater than 1.50 to 1.00 but less than or
equal to 1.75 to 1.00 0.50 2.00 2.00
------------- --------------------------------------------- ------------------ ------------------ -------------------
V Greater than 1.75 to 1.00 but less than Or 0.25 1.75 1.75
equal to 2.00 to 1.00
------------- --------------------------------------------- ------------------ ------------------ -------------------
VI Greater than 2.00 to 1.00 0.00 1.50 1.50
------------- --------------------------------------------- ------------------ ------------------ -------------------
Each change in the Applicable Margin resulting from a change in the
Fixed Charge Coverage Ratio (as determined from time to time in
accordance with Section 7.09, whether or not Section 7.09 is then in
effect) shall be effective with respect to outstanding Loans from and
after the date that is ten (10) Business Days after the date of
delivery to the Domestic Agent of the financial statements and
certificates required by Section 7.07(a), (b)(i), and (c), as
applicable, indicating such change, until the date that is ten (10)
Business Days immediately following the next date of delivery of such
financial statements and certificates indicating another such change.
Notwithstanding the foregoing, (i) from the Closing Date through the
date that is ten (10) Business Days after delivery by Interface of its
financial statements for its second fiscal quarter of its 2003 fiscal
year pursuant to Section 7.07(b), the Applicable Margin shall be based
on Level II, and (ii) at any time during which Interface has failed to
deliver the financial statements and certificates when required by
Section 7.07(a), (b)(i), and (c), as applicable, the Applicable Margin
shall be based on Level I.
(b) Effective automatically as of the date that is ten (10)
Business Days after the date of delivery to the Domestic Agent by Interface of
its financial statements for its fiscal quarter ending on or about October 3,
2004 (as required by Section 7.07(b)), and a Compliance Certificate for such
period (as required by Section 7.07(c)), the definition of "Applicable Unused
Line Fee Rate" in Section 1.01 of the Credit Agreement shall be amended so that
it reads, in its entirety, as follows:
"APPLICABLE UNUSED LINE FEE RATE" shall mean the rate for any day to be
used to calculate commitment fees payable by the Borrowers pursuant to
Section 4.05(b), expressed as a percentage and determined from the
chart set forth below based on the Fixed Charge Coverage Ratio (as
determined from time to time in accordance with Section 7.09, whether
or not Section 7.09 is then in effect):
2
------------ ------------------------------------------------------ ---------------------------------------
Level Fixed Charge Coverage Ratio (as determined from time Applicable Unused Line
to time in accordance with Section 7.09, whether or Fee Rate
not Section 7.09 is then in effect)
------------ ------------------------------------------------------ ---------------------------------------
I Less than or equal to 1.00 to 1.00 1.00
------------ ------------------------------------------------------ ---------------------------------------
II Greater than 1.00 to 1.00 but less than or equal to 0.75
1.25 to 1.00
------------ ------------------------------------------------------ ---------------------------------------
III Greater than 1.25 to 1.00 but less than or equal to 0.625
1.50 to 1.00
------------ ------------------------------------------------------ ---------------------------------------
IV Greater than 1.50 to 1.00 but less than or equal to 0.50
1.75 to 1.00
------------ ------------------------------------------------------ ---------------------------------------
V Greater than 1.75 to 1.00 but less than Or equal to 0.50
2.00 to 1.00
------------ ------------------------------------------------------ ---------------------------------------
VI Greater than 2.00 to 1.00 0.375
------------ ------------------------------------------------------ ---------------------------------------
Each change in the Applicable Unused Line Fee Rate resulting from a
change in the Fixed Charge Coverage Ratio (as determined from time to
time in accordance with Section 7.09, whether or not Section 7.09 is
then in effect) shall be effective from and after the date that is ten
(10) Business Days after the date of delivery to the Domestic Agent of
the financial statements and certificates required by Sections 7.07(a),
(b), and (c), as applicable, indicating such change, until the date
that is ten (10) Business Days immediately following the next date of
delivery of such financial statements and certificates indicating
another such change. Notwithstanding the foregoing, (i) from the
Closing Date through the date that is ten (10) Business Days after
delivery by Interface of its financial statements for the second fiscal
quarter of its 2003 fiscal year pursuant to Section 7.07(b), the
Applicable Commitment Fee Rate shall be based on Level II, and (ii) at
any time during which Interface has failed to deliver the financial
statements and certificates when required by Sections 7.07(a), (b), and
(c), as applicable, the Applicable Unused Line Fee Rate shall be based
on Level I.
(c) The definition of "Domestic L/C Subcommitment" in Section
1.01 of the Credit Agreement is hereby amended so that it reads, in its
entirety, as follows:
"DOMESTIC L/C SUBCOMMITMENT" shall mean, at any time for any Lender,
the amount of such commitment of such Lender as set forth on SCHEDULE
1.1(A) hereto, as the same may be decreased from time to time pursuant
to the terms of this Agreement. The aggregate amount of the Domestic
L/C Subcommitments for all Lenders shall equal the lesser of (i) on or
before April 30, 2005, Twenty-Two Million Dollars ($22,000,000) and,
after April 30, 2005, Twenty Million Dollars ($20,000,000) and (ii) the
total Domestic Syndicated Loan Commitments for all Lenders (in each
case as may be decreased from time to time pursuant to the terms of
this Agreement). The Domestic L/C Subcommitment shall be a
subcommitment of the total Domestic Syndicated Loan Commitments.
(d) Section 9.09 of the Credit Agreement is hereby amended so
that it reads, in its entirety, as follows:
MONEY JUDGMENT. A judgment or order for the payment of money in excess
of $10,000,000 or otherwise having a Materially Adverse Effect shall be
rendered against Interface or any other Material Company and such
judgment or order shall continue unsatisfied (in the case of a money
judgment) and in effect for a period of 30 days during which execution
shall not be effectively stayed or deferred (whether by action of a
court, by agreement or otherwise);
(e) Schedule 1.1(a) to the Credit Agreement hereby is
superseded and replaced by the Schedule 1.1(a) in the form attached to this
Amendment as Exhibit A.
3
(f) Interface has informed the Agent that Bentley Prince
Street, Inc. ("BPS") has formed a Subsidiary, Xxxxxxx Xxxxxx Xxxxxx B.V., a
company organized under the laws of The Netherlands (the "NEW B.V."), and that
the New B.V. would not constitute a "Material Subsidiary" or "Material U.K.
Subsidiary." Interface, by executing and delivering this Amendment, and BPS, by
executing and delivering the Acknowledgment and Agreement of Other Credit
Parties attached hereto, acknowledge and agree that up to 65% of the equity
interests of BPS in the New B.V. constitute Collateral under the Subsidiary
Pledge and Security Agreement. Sections 4.1.4 and 4.7 of the Subsidiary Pledge
and Security Agreement would, among other things, require that BPS enter into a
pledge agreement under Dutch law to effect the pledge of such amount of the New
B.V.'s equity interests to the Agent, for the benefit of the Lenders. Subject to
the terms of this clause (f), the Agent and the Lenders waive those provisions
of Sections 4.1.4 and 4.7 of the Subsidiary Pledge and Security Agreement which
would otherwise require BPS to enter into a Dutch pledge agreement respecting
such interest in the New B.V. or otherwise take any action to perfect the
Agent's security interest in and to such equity interest in the New B.V. (other
than actions which have already been taken); PROVIDED, HOWEVER, that the waiver
provided in this clause (f) may be revoked in its entirety at any time by the
Agent by the Agent's providing Interface with ten days' written notice thereof.
Moreover, in consideration of the waiver granted herein, Interface agrees that
it will promptly inform the Domestic Agent if the New B.V., as of the end of any
of Interface's fiscal years, (i) has assets with a net book value in excess of
$1,000,000 (or the Dollar Equivalent thereof) or (ii) the amount of the New
B.V.'s EBIT for any such annual period, plus the New B.V.'s depreciation and
amortization expenses for such period, exceeds $500,000 (or the Dollar
Equivalent thereof). The waiver provided in this paragraph (f) is effective only
with respect to the specific circumstances provided above, and, except as
expressly provided herein, such waiver does not constitute any continuing waiver
of any provision of the Credit Agreement or the Subsidiary Pledge and Security
Agreement, all of which shall continue in full force and effect, except as set
forth below in paragraph (g).
(g) Interface has informed the Agent that it is contemplating
incorporating Interface Global Holdings ApS, an entity with limited liability
incorporated and registered under the laws of Denmark (the "SPECIFIED
Subsidiary") in Delaware as a "dual incorporated corporation" under the laws of
the United States, and in connection therewith, change its name to Interface
Global Company ApS (the "PROPOSED US INCORPORATION Transaction"), and that the
Specified Subsidiary would then constitute a "Material Subsidiary (Domestic)"
under the Credit Agreement. Pursuant to Section 2.1 of the Subsidiary Pledge and
Security Agreement, Interface Overseas Holdings, Inc. (the "Grantor") previously
pledged 65% of the total combined voting power of all classes of stock of the
Specified Subsidiary. Since the Specified Subsidiary, if so incorporated in
Delaware, will be a Material Subsidiary (Domestic), (1) Section 2.1 of the
Subsidiary Pledge and Security Agreement would, among other things, require the
Grantor to pledge all of the remaining shares of capital stock of the Specified
Subsidiary owned by it in excess of the 65% previously pledged by it (the
"GRANTOR ADDITIONAL SHARE PLEDGE REQUIREMENT"), and (2) Section 7.11(a) of the
Credit Agreement would require that, promptly (not to exceed 15 Business Days
after the event creating the Material Subsidiary (Domestic)), the Specified
Subsidiary execute and deliver such documents as are necessary to have such
Material Subsidiary (Domestic) become a Guarantor under the Domestic Guaranty
Agreement (the "SPECIFIED SUBSIDIARY GUARANTY REQUIREMENT"), become a Grantor
under the Subsidiary Pledge and Security Agreement (the "SIGNIFICANT SUBSIDIARY
PLEDGOR REQUIREMENT", and deliver to the
4
Co-Agents documents of the kind described in Sections 5.01(c), (e), (f), (g),
(h), (i), and (cc), as applicable, all in form and substance satisfactory to the
Co-Agents and the Collateral Agent (the "SIGNIFICANT SUBSIDIARY SUPPORTING
DOCUMENTS REQUIREMENT"). In the event Interface decides to proceed with the
Proposed US Incorporation Transaction, Interface has requested a waiver of the
Grantor Additional Share Pledge Requirement and the Significant Subsidiary
Pledgor Requirement, but has acknowledged and agreed that the Specified
Subsidiary will satisfy the Specified Subsidiary Guaranty Requirement and the
Significant Subsidiary Supporting Documents Requirement. Effective upon
satisfaction of the conditions to effectiveness set forth in Section 11 hereof,
the Agent and the Required Lenders (x) consent to the Proposed US Incorporation
Transaction, and (y) solely in connection with the Proposed US Incorporation
Transaction, waive the Grantor Additional Share Pledge Requirement and the
Significant Subsidiary Pledgor Requirement, and agree that no Default or Event
of Default shall occur under the Subsidiary Pledge and Security Agreement or the
Credit Agreement by virtue of the Proposed US Incorporation Transaction, so long
as the Specified Subsidiary satisfies the Specified Subsidiary Guaranty
Requirement and the Significant Subsidiary Supporting Documents Requirement as
required by Section 7.11(a) of the Credit Agreement; PROVIDED, that the
Specified Subsidiary Guaranty Requirement must be satisfied within 15 Business
Days, and the Significant Subsidiary Supporting Documents Requirement must be
satisfied with 30 calendar days, in each case after the effective date of the
incorporation of the Specified Subsidiary in Delaware. The waiver provided in
this paragraph (g) is effective only with respect to the specific circumstances
provided above, and, except as expressly provided herein, such waiver does not
constitute any continuing waiver of any provision of the Credit Agreement or the
Subsidiary Pledge and Security Agreement, all of which shall continue in full
force and effect.
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 and with
specific reference to this Amendment and all other documents executed and/or
delivered in connection herewith.
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 amendments 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, and the L/C Issuers 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 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 amendments herein
contained.
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 (a) 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 Lenders, and the L/C
Issuers and (b) the acknowledgement and agreement of the other Credit Parties in
the form attached hereto.
[SIGNATURES ON FOLLOWING PAGES]
5
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.
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Domestic Agent, Multicurrency
Agent, Collateral Agent, Domestic L/C Issuer, UK
Multicurrency L/C Issuer, and as a Lender
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
FLEET CAPITAL CORPORATION, as a Lender
By: /s/ Xxxxxx Xxxx
--------------------------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION (for itself and
as successor in interest to
Transamerica Business
Capital Corporation), as a
Lender
By: /s/ C. Xxxx Xxxxx
--------------------------------------------
Name: C. Xxxx Xxxxx
Title: Duly Authorized Signatory
THE CIT GROUP/COMMERCIAL SERVICES,
INC., as a Lender
By: /s/ M. Xxx Xxxxxxxxx
--------------------------------------------
Name: M. Xxx Xxxxxxxxx
Title: Vice President
SIEMENS FINANCIAL SERVICES, INC., as a
Lender
By: /s/ Xxxxx Xxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President - Credit
BORROWERS:
INTERFACE, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTERFACE EUROPE B.V.
INTERFACE EUROPE LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
SUBSIDIARY L/C ACCOUNT PARTIES:
------------------------------
INTERFACE FLOORING SYSTEMS, INC.
INTERFACE FABRICS, INC.
INTERFACE ARCHITECTURAL RESOURCES,
INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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):
OTHER CREDIT PARTIES:
--------------------
ARCHITECTURAL FLOORS, INC.
BENTLEY PRINCE STREET, INC. (f/k/a BENTLEY XXXXX, INC.)
BENTLEY XXXXX, INC. (f/k/a BENTLEY ROYALTY COMPANY)
INTERFACE FABRICS XXXXX, INC. (f/k/a CHATHAM, INC.)
CARPET SERVICES OF TAMPA, INC.
COMMERCIAL FLOORING SYSTEMS, INC.
FLOORING CONSULTANTS, INC.
INTERFACE FABRICS GUILFORD, INC. (f/k/a GUILFORD OF MAINE, INC.)
INTERFACE AMERICAS, INC.
INTERFACE ARCHITECTURAL RESOURCES, INC.
INTERFACE FABRICS, INC.
INTERFACE FABRICS MARKETING, INC. (f/k/a INTERFACE FABRICS GROUP MARKETING
COMPANY)
INTERFACE OVERSEAS HOLDINGS, INC.
INTERFACE TEKNIT, INC.
INTERFACEFLOR, INC.
PANDEL, INC.
QUAKER CITY INTERNATIONAL, INC.
RE:SOURCE AMERICAS ENTERPRISES, INC.
RE:SOURCE MINNESOTA, INC.
RE:SOURCE NORTH CAROLINA, INC.
RE:SOURCE NEW JERSEY, INC.
RE:SOURCE NEW YORK, INC.
RE:SOURCE OREGON, INC.
RE:SOURCE SOUTH FLORIDA, INC.
RE:SOURCE SOUTHERN CALIFORNIA, INC.
RE:SOURCE WASHINGTON, D.C., INC.
SOUTHERN CONTRACT SYSTEMS, INC.
SUPERIOR/XXXXXX FLOORING RESOURCES, INC.
INTERFACE FABRICS FINISHING, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
STRATEGIC FLOORING SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Treasurer
INTERFACE REAL ESTATE HOLDINGS, LLC,
BY: BENTLEY PRINCE STREET, INC. (F/K/A
BENTLEY XXXXX, INC.), its sole member
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTERFACE AMERICAS HOLDINGS, LLC,
By: INTERFACE, INC., its sole member
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTERFACE AMERICAS RE:SOURCE TECHNOLOGIES, LLC,
By: INTERFACE FLOORING SYSTEMS, INC., its
sole member
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTERFACE FABRICS LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
