Exhibit 10.29
THIRD LIMITED WAIVER TO
RECEIVABLES SALE AGREEMENT
This Third Limited Waiver to Receivables Sale Agreement (this
"Limited Waiver") is entered into as of December 31, 2000, by and between
Interface, Inc., a Georgia corporation ("Originator") and Interface
Securitization Corporation, a Delaware corporation ("Buyer"). Unless defined
elsewhere herein, capitalized terms used in this Limited Waiver shall have the
meanings assigned to such terms in the Sale Agreement (as defined below) (or, if
not defined therein, the meaning assigned to such term in the Purchase
Agreement).
PRELIMINARY STATEMENTS
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Each of the parties hereto entered into a certain Receivables
Sale Agreement, dated as of December 19, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "Sale Agreement").
Originator desires to enter into a certain Third Amendment and
Limited Waiver to the Receivables Transfer Agreement of even date herewith (the
"Transfer Agreement Amendment") in order to permit the use of certain trade
names, corporate names and assumed names to be used by Interface Americas, Inc.,
a Georgia corporation, an Original Seller.
Under the terms of the Sale Agreement, the Seller's consent is
required in order for Originator to enter into the Transfer Agreement Amendment,
which consent the Originator has requested.
The Seller is willing to give such consent in accordance with
the terms and upon the conditions set forth herein.
AGREEMENT
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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. Consent. Subject to the terms and conditions set forth
herein and upon the effectiveness of this Limited Waiver, Buyer hereby consents
to the Originator's execution and delivery of the Transfer Agreement Amendment
and the performance of its obligations thereunder.
2. Limited Waiver. Subject to the terms and conditions set
forth herein and upon the effectiveness of this Limited Waiver, Buyer hereby
waives any Termination Event or Potential Termination Event that may arise as of
the date hereof under Section 5.1(h) of the Sale Agreement as a result of
Originator's waiver as set forth in Section 2 of the Transfer Agreement
Amendment.
3. Representations and Warranties. The Originator represents
and warrants, as of the date hereof, that after giving effect to this Limited
Waiver:
(a) all of the representations and
warranties of the Originator contained in the Sale Agreement
and in each other document or certificate delivered in
connection therewith (other than those that expressly speak
only as of a different date), are true and correct; and
(b) no Termination Event or Potential
Termination Event has occurred and is continuing.
4. Conditions to Effectiveness of Limited Waiver. The
effectiveness of this Limited Waiver is subject to the satisfaction of the
following conditions precedent:
(a) Limited Waiver. This Limited Waiver
shall have been duly executed and delivered by each of the
parties hereto.
(b) Officer's Certificate. The Buyer shall
have received a certificate of the Originator, in the form of
Exhibit A hereto, certifying as to matters set forth in
Sections 3(a) and (b) of this Limited Waiver.
(c) Waivers and Amendments. The Buyer shall
have received duly executed copies of (i) all consents from
and authorizations by any Persons and (ii) all waivers and
amendments to existing credit facilities, that are necessary
in connection with this Limited Waiver.
(d) Agent's Consent. The Agent shall have
waived the Amortization Event that would otherwise have
occurred pursuant to the terms of Section 9.1(i) of the
Receivables Purchase Agreement as a result of the Buyer's
waiver as set forth in Section 2 of this Limited Waiver.
(e) Documents. The Buyer shall have received
each of the documents set forth in Section 4(f) of the
Transfer Agreement Amendment.
(f) UCC-3 Financing Statements. The Buyer
shall have received duly executed proper financing statements
for all jurisdictions as may be necessary or, in the opinion
of Buyer (or its assigns), desirable, under the UCC of all
appropriate jurisdictions or any comparable law in connection
with this Limited Waiver.
5. Effect of Limited Waiver. (a) The waiver set forth herein
is 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 Sale
Agreement or any other Transaction Document or of any other instrument or
agreement referred to therein, except as set forth herein, or (ii) prejudice any
right or remedy that the Buyer, the Agent, the Financial Institutions and the
Company may now have or may have in the future under or in connection with the
Sale Agreement or any other Transaction Document or any other instrument or
agreement referred to therein. This Limited Waiver shall be construed in
connection with and as part of the Sale Agreement and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Sale
Agreement and each other instrument or agreement referred to therein, except as
herein amended, are hereby ratified and confirmed and shall remain in full force
and effect.
(a) The Originator hereby agrees to pay all
costs, fees and expenses in connection with the preparation,
execution and delivery of this Limited Waiver (including the
reasonable fees and expenses of counsel to the parties
hereto).
(b) This Limited Waiver may be executed in
any number of counterparts, each such counterpart constituting
an original and all of which when taken together shall
constitute one and the same instrument.
(c) Any provision contained in this Limited
Waiver 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 Limited Waiver in that jurisdiction or the
operation, enforceability or validity of such provision in any
other jurisdiction.
(d) THIS LIMITED WAIVER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their duly authorized officers as of
the date hereof.
INTERFACE, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President, CFO,
Treasurer and
Assistant Secretary
Address: 0000 Xxxxx Xxxxx Xxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
INTERFACE SECURITIZATION CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President, Treasurer and
Assistant Secretary
Address: c/o Interface, Inc.
0000 Xxxxx Xxxxx Xxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
