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EXHIBIT 4.2(b)
SUPPLEMENT NO. 1
TO
INDENTURE
THIS SUPPLEMENT NO. I TO INDENTURE (this "SUPPLEMENT"), dated as of
December 27, 1996, among Interface Holding Company, a corporation incorporated
under the laws of the State of Nevada ("HOLDING"); Interface Royalty Company, a
Nevada corporation ("ROYALTY"); Interface Licensing Company, a Nevada
corporation ("LICENSING"); Interface Americas, Inc., a Georgia corporation
("AMERICAS"); Interface Specialty Resources, Inc., a Nevada corporation
("SPECIALTY RESOURCES"); Interface Americas Services, Inc., a Georgia
corporation ("AMERICAS SERVICES"); Bentley Royalty Company, a Nevada corporation
("BENTLEY ROYALTY"); Prince Street Royalty Company, a Nevada corporation
("PRINCE STREET ROYALTY"); Re:Source Americas Enterprises, Inc., a Georgia
corporation ("RE:SOURCE AMERICAS"); Guilford of Maine, Inc., a Nevada
corporation ("GOM"); Guilford of Maine Decorative Fabrics, Inc., a Nevada
corporation ("DECORATIVE FABRICS"); Guilford of Maine Finishing Services, Inc.,
a Nevada corporation ("FINISHING SERVICES"); Guilford of Maine Marketing
Company, a Nevada corporation ("GOM MARKETING"); Interface Architectural
Resources, Inc., a Georgia corporation ("ARCHITECTURAL RESOURCES"); Toltec
Fabrics, Inc., a Georgia corporation ("TOLTEC"); Intek, Inc., a Georgia
corporation ("INTEK"); Intek Marketing Company, a Nevada corporation ("INTEK
MARKETING"); Superior Holding, Inc., a Texas corporation ("SUPERIOR HOLDING");
Quaker City International, Inc., a Pennsylvania corporation (QUAKER CITY");
Commercial Flooring Systems, Inc., a Pennsylvania corporation ("COMMERCIAL
FLOORING"); and Congress Flooring Corp., a Massachusetts corporation ("CONGRESS
FLOORING") and First Union National Bank of Georgia, a national banking
association, 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 Indenture,
dated as of November 15, 1995, relating to $125,000,000 in initial aggregate
principal amount of the Company's 9 1/2 % Senior Subordinated Notes due 2005 and
the Company's 9 1/2 % Series B Senior Subordinated Notes due 2005 (the
"Indenture"); and
WHEREAS, in accordance with Sections 12.03(b) and 4.16 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 Twelve of the Indenture; and
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable
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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
Holding, Royalty, Licensing, Americas, Specialty Resources, Americas
Services, Bentley Royalty, Prince Street Royalty, Re:Source Americas, GOM,
Decorative Fabrics, Finishing Services, GOM Marketing, Architectural Resources,
Toltec, Intek, Intek Marketing, Superior Holding, Quaker City, Commercial
Flooring and Congress Flooring are collectively referred to herein as the
"ADDITIONAL GUARANTORS" and individually as a "GUARANTOR". Other 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 Twelve 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
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, if lawful, 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 Twelve 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
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and to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article Twelve 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. The indebtedness evidenced by
this Guarantee is, to the extent and the manner provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full in cash
or Cash Equivalents, of all Guarantor Senior Indebtedness as defined in the
Indenture, and this Guarantee is issued subject to such provisions. Each Holder
of a Security by accepting same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to
take such action as may be necessary and appropriate to effectuate the
subordination as provided in the Indenture, and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that such
subordination provision shall cease to affect amounts deposited in accordance
with the defeasance provisions of the Indenture upon the terms and conditions
set forth therein.
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.
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.
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INTERFACE HOLDING COMPANY
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
INTERFACE ROYALTY COMPANY
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
INTERFACE LICENSING COMPANY
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
INTERFACE AMERICAS, INC.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
INTERFACE SPECIALTY RESOURCES, INC.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
INTERFACE AMERICAS SERVICES, INC.
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