EXHIBIT 4.2
SUPPLEMENT NO. 2
TO
INDENTURE
THIS SUPPLEMENT NO.2 TO INDENTURE (this "SUPPLEMENT"), dated as of June
18, 2003, among Architectural Floors, Inc., an Ohio corporation, Carpet Services
of Tampa, Inc., a Florida corporation, Interface Teknit, Inc., a Michigan
corporation, Interface TekSolutions, LLC, a Michigan limited liability company,
Interfaceflor, Inc., a Georgia corporation, Re:Source Colorado, Inc., a Colorado
corporation, Re:Source Minnesota, Inc., a Minnesota corporation, Re:Source North
Carolina, Inc., a North Carolina corporation, Re:Source Oregon, Inc., an Oregon
corporation , Re:Source South Florida, Inc., a Florida corporation, Re:Source
Southern California, Inc., a California corporation, and Southern Contract
Systems, Inc., a Georgia corporation (collectively the "ADDITIONAL GUARANTORS"
and individually a "GUARANTOR") and Wachovia Bank, National Association
(formerly known as First Union National Bank), as trustee under the Indenture
defined below (the "TRUSTEE").
W I T N E S S E T H:
WHEREAS, Interface, Inc., a Georgia corporation (the "COMPANY"), the
Trustee, and the other signatories thereto, are party to that certain Senior
Indenture, dated as of April 3, 1998, relating to $150,000,000 in initial
aggregate principal amount of the Company's 7.30% Senior Notes due 2008 and the
Company's 7.30% Series B Senior Notes due 2008 (the "Indenture"); and
WHEREAS, in accordance with Sections 14.3(a) and 4.9 of the Indenture the
signatories hereto, other than the Trustee, desire to supplement the Indenture
for purposes of becoming "Guarantors" of the Securities and the Indenture,
subject to and in accordance with the terms of the Indenture, including without
limitation, Article Fourteen of the Indenture; and
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, each of the Additional Guarantors (as defined below) covenants and
agrees as follows for the benefit of each other party to this Supplement and to
the Indenture and for the equal and ratable benefit of the Holders of the
Securities:
1. DEFINED TERMS
Capitalized terms used but not otherwise defined are used herein with the
meaning specified for such terms in the Indenture.
2. ADDITIONAL GUARANTORS
Each of the Additional Guarantors agrees that it shall be and become a
Guarantor for all purposes of the Indenture and the Securities issued pursuant
thereto and in accordance therewith and shall be fully liable thereunder and
therefor, subject to the provisions of Article Fourteen of the Indenture, to
each Holder of a Security authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Securities, or the obligations of the
Company or any other Guarantors to the Holders or the Trustee hereunder or
thereunder to the extent and with the same effect as though each Additional
Guarantor had been one of the Guarantors originally executing and delivering the
Indenture and the Guarantee. All references in the Indenture and each Security
to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to
each and every Additional Guarantor.
3. GUARANTEE
In furtherance of the foregoing and not in limitation thereof, and for
value received, each of the undersigned Additional Guarantors hereby jointly,
severally and unconditionally guarantees to the Holder of a Security the
payments of principal of, premium, if any, and interest on, each Security in the
amounts and at the time when due, and interest on the overdue principal,
premium, if any, and interest, if any, of a Security and the payment or
performance of all other obligations of the Company under the Indenture or the
Securities, to each Holder of a Security and the Trustee, all in accordance with
and subject to the terms and limitations of each Security, Article Fourteen of
the Indenture, and the Guarantee (of which the Guarantee set forth in this
Section 3 of this Supplement shall be, and shall be deemed to be, a part). The
validity and enforceability of the Guarantee set forth in this Section 3 of this
Supplement shall not be affected by the fact that it is not affixed to any
Security or all of the Securities.
The obligations of each of the undersigned Additional Guarantors to the
Holders of Securities and to the Trustee pursuant to the Guarantee and the
Indenture are expressly set forth in Article Fourteen of the Indenture, and
reference is hereby made to the Indenture for the precise terms of the Guarantee
and all of the other provisions of the Indenture to which this Guarantee
relates. Each Holder of a Security, by accepting the same, agrees to be and
shall be bound by such provisions.
This Guarantee is subject to release upon the terms set forth in the
Indenture.
4. DUPLICATE ORIGINALS
The parties may sign any number of copies of this Supplement. Each signed
copy shall be an original, but all such executed copies together represent the
same agreement.
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5. GOVERNING LAW
The laws of the State of New York shall govern this Supplement and the
Guarantees set forth herein. Each Additional Guarantor agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to the Indenture, this Supplement, the Guarantees, or
the Securities.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement
to be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
ADDITIONAL GUARANTORS:
Architectural Floors, Inc.
Carpet Services of Tampa, Inc.
Interface Teknit, Inc.
Interfaceflor, Inc.
Re:Source Colorado, Inc.
Re:Source Minnesota, Inc.
Re:Source North Carolina, Inc.
Re:Source Oregon, Inc.
Re:Source South Florida, Inc.
Re:Source Southern California, Inc.
Southern Contract Systems, Inc.
each as a Guarantor
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President
Interface TekSolutions, LLC, as a Guarantor
By: INTERFACE FABRICS GROUP MARKETING, INC.,
its sole member
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President
TRUSTEE:
Wachovia Bank, National Association
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By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Vice President
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