EXHIBIT 10.42
SEVENTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
This Seventh Amendment to Receivables Purchase Agreement (this
"Amendment") is entered into as of January 17, 2002, by and among Interface
Securitization Corporation, a Delaware corporation ("Seller"), Interface, Inc.,
a Georgia corporation, Jupiter Securitization Corporation ("Company") and Bank
One, NA (Main Office Chicago), as Agent and as a Financial Institution. Unless
defined elsewhere herein, capitalized terms used in this Amendment shall have
the meanings assigned to such terms in the Purchase Agreement (as defined
below).
PRELIMINARY STATEMENTS
Each of the parties hereto entered into a certain Receivables
Purchase 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 "Purchase Agreement").
Seller and the Servicer have requested certain amendments to
certain provisions of the Purchase Agreement; and, the Purchasers and the Agent
desire 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 to Exhibit I to the Purchase Agreement.
Subject to the terms and conditions set forth herein and upon the effectiveness
of this Amendment, Exhibit I to the Purchase Agreement is hereby amended by
amending and restating the definition of "Interface Credit Facilities" appearing
in such exhibit in its entirety to read as follows:
"Interface Credit Facilities" means that certain Fourth
Amended and Restated Credit Agreement, dated as of January 17, 2002,
and without giving effect to any amendments, restatements or other
modifications
SEVENTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
thereof, by and among Interface, Inc., a Georgia corporation, Interface
Europe B.V., a "besloten vennootschap met beperkte aansprakelijkheid"
(private company with limited liability) incorporated and existing
under the laws of The Netherlands with its registered seat in
Scherpenzeel, Gld., The Netherlands, Interface Europe Ltd., a private
company limited by shares organized and existing under the laws of
England and Wales, each other "Foreign Subsidiary" (as de fined
therein) that becomes a "Multicurrency Borrower" (as defined therein)
thereunder as provided in Section 3.09 thereof, the banks and lending
institutions listed on the signature pages thereof and such other banks
and lending institutions which become "Lenders" (as defined therein) as
provided therein, First Union National Bank, a national banking
association, in its capacity as "Domestic Agent" (as defined therein),
First Union National Bank, a national banking association, in its
capacity as "Multicurrency Agent" (as defined therein), SunTrust Bank,
in its capacity as "Collateral Agent" (as defined therein), and
Citicorp North America, Inc., in its capacity as "Syndication Agent"
(as defined therein).
2. Representations and Warranties. Each of the Seller
Parties represents and warrants that, as of the date hereof, both before and
after giving effect to this Amendment:
(a) all of the representations and warranties of
such Seller Party contained in the Purchase Agreement and in each other document
or certificate delivered in connection therewith are true and correct; and
(b) no Amortization Event or Potential
Amortization Event has occurred and is continuing.
3. Conditions to Effectiveness of Amendments. 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.
SEVENTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
2
(b) Credit Agreement. The Interface Credit
Facilities, as defined in the Purchase Agreement as amended hereby, shall have
been duly executed and delivered by each of the parties thereto and shall be in
full force and effect.
(c) Officer's Certificates. The Agent shall have
received a certificate, in substantially the form of Exhibit A hereto, of each
of the Seller Parties 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 Purchase Agreement or of any
other instrument or agreement referred to therein, or (ii) prejudice any right
or remedy that any Purchaser or the Agent may now have or may have in the future
under or in connection with the Purchase Agreement, as amended hereby, or any
other instrument or agreement referred to therein. Each reference in the
Purchase Agreement to "this Agreement," "herein," "hereof" and words of like
import and each reference in the other Transaction Documents to the "Purchase
Agreement" or "Receivables Purchase Agreement" shall mean the Purchase
Agreement, as amended hereby. This Amendment shall be construed in connection
with and as part of the Purchase Agreement and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Purchase
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 Purchase Agreement and shall be construed, administered
and applied in accordance with the terms and provisions thereof.
(c) Seller hereby agrees to pay all reasonable
costs, fees and expenses actually incurred in connection with the preparation,
execution and delivery of this Amendment (including the reasonable fees and
expenses actually incurred by counsel to the Agent and the Purchasers).
(d) This Amendment may be executed in any number
of counterparts, each such counterpart constituting an original and all of which
when
SEVENTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
3
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 to the Agent 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)
SEVENTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
4
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 SECURITIZATION CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President, Treasurer
and Assistant Secretary
INTERFACE, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and CFO
JUPITER SECURITIZATION CORPORATION
By: /s/ Xxx Xxxxxxxx
---------------------------------
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO), as a
Financial Institution and as Agent
By: /s/ Xxx Xxxxxxxx
---------------------------------
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
SEVENTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
EXHIBIT A
OFFICER'S CERTIFICATE
I,__________________, am the Assistant Secretary of ____________, a
_______ corporation (the "Applicable Party"). I execute and deliver this
Officer's Certificate, dated as of January 17, 2002, on behalf of the Applicable
Party pursuant to Section 3(c) of that certain Seventh Amendment to Receivables
Purchase Agreement (the "Amendment"), dated as of January 17, 2002, by and among
Interface Securitization Corporation, a Delaware corporation, as Seller
("Seller"), Interface, Inc. ("Inter face"), Jupiter Securitization Corporation
("Company") and Bank One, NA (Main Office Chicago), as Agent and as a Financial
Institution, which Seventh Amendment amends certain terms and provisions of that
certain Receivables Purchase Agreement, dated as of December 19, 2000, by and
among Seller, Interface, Company and Bank One, NA (Main Office Chicago) (as
amended, restated, supplemented or otherwise modified from time to time, the
"Purchase Agreement"). Capitalized terms used in this Officer's Certificate and
not otherwise defined herein shall have the respective meanings set forth in the
Purchase Agreement.
I hereby certify, on behalf of the Applicable Party, that, both before
and after giving effect to the Amendment, (a) as of the date hereof, no
Amortization Event or Potential Amortization Event has occurred and is
continuing and (b) the representations and warranties of the Applicable Party
contained in the Purchase 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
SEVENTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
