Exhibit 99.1
SUPPLEMENT NO. 3
TO
INDENTURE
THIS SUPPLEMENT NO.3 TO INDENTURE (this "SUPPLEMENT"), dated as of
January 10, 2005, among Interface Global Company, AsP, a corporation dually
incorporated under the laws of Denmark and the State of Delaware (the
"ADDITIONAL 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 signatory hereto, other than the Trustee, desires to supplement the
Indenture for purposes of becoming a "Guarantor" 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;
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Additional Guarantor 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 GUARANTOR
The Additional Guarantor 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 the 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 the Additional Guarantor.
3. GUARANTEE
In furtherance of the foregoing and not in limitation thereof, and for
value received, the undersigned Additional Guarantor 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 the undersigned Additional Guarantor 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.
Notwithstanding anything in the Indenture or Supplemental to the
contrary, in relation to the Additional Guarantor as a corporation that is
incorporated under the laws of the Kingdom of Denmark as well as under the laws
of the State of Delaware, all obligations of Additional Guarantor under the
Indenture (as supplemented hereby) shall be limited if and to the extent
required to comply with Danish statutory provisions on unlawful financial
assistance, Sections 49(1) and (2) and Sections 50(1) and (2) of the Danish Act
on Private Limited Companies (Anpartsselskabsloven), and accordingly shall not
be construed as an indemnity for, guarantee of, or security for any of the
obligations of Additional Guarantor's direct parent corporation, Interface
Overseas Holdings, Inc. ("OVERSEAS HOLDINGS"), which is also a Guarantor under
the Indenture, so long as Overseas Holdings remains a Non-Qualifying Parent
Company of Additional Guarantor. A "Non-Qualifying Parent Company" shall mean a
company that is a direct parent company of an entity organized under the laws of
Denmark, which direct parent is not organized under the laws any of the member
states of the European Union or the European Economic Area but is an entity to
which the First Council Directive 60/151/EEC of March 9, 1968 is attributable.
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
Guarantee set forth herein. The Additional Guarantor agrees to submit to the
jurisdiction of the courts of the
2
State of New York in any action or proceeding arising out of or relating to the
Indenture, this Supplement, the Guarantee, or the Securities.
[SIGNATURES ON FOLLOWING PAGE]
3
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:
INTERFACE GLOBAL COMPANY, ASP,
as a Guarantor
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
TRUSTEE:
Wachovia Bank, National Association
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
4
