EXHIBIT 10.34
SECOND AMENDMENT TO
RECEIVABLES SALE AGREEMENT
This Second Amendment to Receivables Sale Agreement (this "Amendment")
is entered into as of February 14, 2002, 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 Amendment 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
Each of the parties hereto entered into 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").
Originator has requested certain amendments to certain provisions of
the Sale Agreement and Buyer desires to make such amendments on the terms and
conditions set forth herein, all 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. Amendment. Subject to the terms and conditions set forth
herein and upon the effectiveness of this Amendment:
(a) Clause (B) of the proviso contained in the last
sentence of Section 4.1(d) of the Sale Agreement is hereby amended and restated
in its entirety as follows:
"(B) such cost shall be born by Originator not more than twice
per calendar year per Person (although in no event shall the foregoing
be construed to limit Buyer (and its assigns) or their respective
agents
SECOND AMENDMENT TO
RECEIVABLES SALE AGREEMENT
or representatives to two such examinations and/or visits during such
calendar year period with respect to such each Person)"
2. Representations and Warranties. Originator represents and
warrants, as of the date hereof, that both before and after giving effect to
this Amendment:
(a) all of the representations and warranties of
Originator contained in the Sale Agreement and in each other document or
certificate delivered in connection therewith, are true and correct; and
(b) no Termination Event or Potential Termination Event
has occurred and is continuing.
3. Conditions to Effectiveness of Amendment. This Amendment shall
become effective as of the date hereof upon the satisfaction of the following
conditions precedent:
(a) Amendment. This Amendment shall have been duly
executed and delivered by each of the parties hereto.
(b) Officer's Certificate. Buyer shall have received a
certificate of Originator, in substantially the form of Exhibit A hereto,
certifying as to matters set forth in Sections 2(a) and (b) of this Amendment.
4. Effect of Amendment. (a) The amendment 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 of any other instrument or agreement referred to therein, or (ii)
prejudice any right or remedy that the Buyer, the Agent, any Financial
Institution or the Company may now have or may have in the future under or in
connection with the Sale Agreement, as amended hereby, or any other instrument
or agreement referred to therein. 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. This Amendment
shall be construed in connection with and as part of the Sale Agreement and all
terms, conditions, representations, warranties, covenants and
SECOND AMENDMENT TO
RECEIVABLES SALE AGREEMENT
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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.
(b) This Amendment is a Transaction Document executed
pursuant to the Sale Agreement and shall be construed, administered and applied
in accordance with the terms and provisions thereof.
(c) Originator hereby agrees to pay all reasonable costs,
fees and expenses in connection with the preparation, execution and delivery of
this Amendment (including the reasonable fees and expenses of counsels to the
Buyer and its assigns).
(d) This Amendment 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. 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 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 PAGE FOLLOWS)
SECOND AMENDMENT TO
RECEIVABLES SALE AGREEMENT
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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.
INTERFACE, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTERFACE SECURITIZATION CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
SECOND AMENDMENT TO
RECEIVABLES SALE AGREEMENT
EXHIBIT A
OFFICER'S CERTIFICATE
I, , am the Assistant Secretary of Interface, Inc., a
Georgia corporation ("Originator"). I execute and deliver this Officer's
Certificate, dated as of February 14, 2002, on behalf of Originator pursuant to
Section 3(b) of that certain Second Amendment to Receivables Sale Agreement (the
"Amendment"), dated as of the date hereof, by and between Originator and
Interface Securitization Corporation, a Delaware corporation, as buyer
("Buyer"), which Second Amendment amends certain terms and provisions of that
certain Receivables Sale Agreement dated as of December 19, 2000, by and between
Originator and Buyer (as amended, restated, supplemented or otherwise modified
from time to time, the "Sale Agreement"). Capitalized terms used in this
Officer's Certificate and not otherwise defined herein shall have the respective
meanings set forth in the Sale Agreement.
I hereby certify, on behalf of Originator, that, both before and after
giving effect to the Amendment, (a) no Termination Event or Potential
Termination Event has occurred and is continuing and (b) the representations and
warranties of Originator contained in the Sale Agreement and in the other
Transaction Documents are true and correct as of the date hereof.
By:
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Name:
Title: Assistant Secretary
SECOND AMENDMENT TO
RECEIVABLES SALE AGREEMENT
