FIRST AMENDMENT TO TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this "First
Amendment") made and entered into as of December 2, 1997, by and
among INTERFACE, INC., a Georgia corporation ("Interface"),
SUNTRUST BANK, ATLANTA, a banking corporation organized under the
laws of the State of Georgia ("STBA"), THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association ("FNBC"), the other banks
and lending institutions listed on the signature pages hereof,
and any assignees of STBA, FNBC, or such other banks and lending
institutions that become "Lenders" as provided herein (STBA,
FNBC, and such other banks, lending institutions and assignees
referred to collectively herein as the "Lenders"), SUNTRUST BANK,
ATLANTA, in its capacity as administrative agent for the Lenders
(the "Administrative Agent"), and each successor agent for such
Lenders as may be appointed from time to time pursuant to Article
IX of the Term Loan Agreement (as hereinafter defined), THE FIRST
NATIONAL BANK OF CHICAGO, in its capacity as syndication agent
hereunder (the "Syndication Agent"; the Administrative Agent and
the Syndication Agent referred to collectively herein as the "Co-
Agents"), and SUNTRUST BANK, ATLANTA, in its capacity as
collateral agent for the Co-Agents and Lenders and each successor
collateral agent as may be appointed from time to time pursuant
to Article IX of the Term Loan Agreement (the "Collateral
Agent");
W I T N E S S E T H:
--------------------
WHEREAS, Interface, the Lenders, the Co-Agents, and the
Collateral Agent are parties to a certain Term Loan Agreement
dated as of June 25, 1997 (the "Term Loan Agreement");
WHEREAS, Interface has requested that additional term loans
in the aggregate principal amount of $20,000,000 be made to it
pursuant to the terms of the Term Loan Agreement, such additional
term loans to mature and be payable in one installment on the
first anniversary of the funding of such additional term loans,
with the proceeds of such additional term loans being used by
Interface to fund a portion of the purchase price payable in
connection with its acquisition of certain carpet-related
businesses of Readicut International plc;
WHEREAS, Interface has further requested that certain
covenants in the Term Loan Agreement be amended so as to
facilitate its acquisition of such carpet-related businesses of
Readicut International plc;
WHEREAS, certain of the Lenders have agreed to make the
additional term loans to Interface, and the Lenders and the Co-
Agents have agreed to amend the Term Loan Agreement as requested
by Interface, subject to the terms, conditions and requirements
set forth in this First Amendment;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, Interface, the Lenders, the
Co-Agents and the Collateral Agent agree as follows:
1. DEFINED TERMS. Except as otherwise expressly defined
herein, each capitalized term used in this First Amendment that
is defined in the Term Loan Agreement is used herein with the
meaning assigned to such capitalized term in the Term Loan
Agreement.
2. AMENDMENTS TO SECTION 1.01 ("DEFINITIONS").
(a) Section 1.01 of the Term Loan Agreement is hereby
amended by adding the following defined terms and definitions
thereof in proper alphabetical order:
"FIRST AMENDMENT TO TERM LOAN AGREEMENT" shall mean the
First Amendment to Term Loan Agreement dated as of December
2, 1997, by and among Interface, the Lenders, the Co-Agents,
and the Collateral Agent, together with all exhibits and
schedules thereto.
"FIRST AMENDMENT EFFECTIVE DATE" shall mean the date on
which the conditions to effectiveness of the First Amendment
to Term Loan Agreement have been satisfied, as set forth in
paragraph 15 of the First Amendment to Term Loan Agreement.
"READICUT" shall mean Readicut International plc.
"READICUT ACQUISITION" shall mean the purchase by
Interface Europe Ltd. and Interface Europe B.V. of all
issued and outstanding shares of X.X. Xxxxx & Sons Ltd.,
Vebe Floorcoverings B.V., and Tayrich Limited, from
Readicut.
"READICUT DEBT" shall mean the Indebtedness in the
approximate amount of U.S. $17,600,000 representing the
deferred portion of the purchase price payable by Interface
and/or its Subsidiaries in the Readicut Acquisition, such
Indebtedness being due and payable on the first anniversary
of the closing of the Readicut Acquisition and supported by
a letter of credit issued under the Letter of Credit
Agreement.
"READICUT DIVESTITURES" shall mean, collectively, the
sales or other disposition by Interface and/or its
Subsidiaries of any assets (including, without limitation,
shares of Subsidiaries) acquired as part of the Readicut
Acquisition; provided, however, that the term Readicut
Divestitures shall not include (i) any sales or other
dispositions of any assets (other than the shares or assets
of Network Flooring Ltd.) or any shares of X.X. Xxxxx & Sons
Ltd. or Firth Carpets Ltd., (ii) any sales or other
dispositions of any of the assets or shares of Vebe
Floorcoverings B.V. or Network Flooring Ltd. sold or
disposed of after the first anniversary of the closing of
the Readicut Acquisition, or (iii) any sales or other
dispositions of any of the assets or shares of Tayrich
Limited or Xxxxxx, Xxxxxxxx & Xxxxxx Ltd. sold or disposed
of later than eighteen months after the closing of the
Readicut Acquisition.
"SECOND CLOSING DATE" shall mean the date on or before
February 28, 1998, on which the conditions set forth in
Section 4.03 of the First Amendment to Term Loan Agreement
are satisfied or waived in accordance with Section 10.02 of
this Agreement.
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"SERIES B LENDERS" shall mean, collectively, STBA,
FNBC, the other banks and lending institutions listed on the
signature pages of this Agreement, and each assignee
thereof, if any, pursuant to Section 10.06(c), having made
or had assigned to it any Series B Term Loans.
"SERIES B TERM LOAN COMMITMENT" shall mean, at any time
for any Series B Lender, the amount of such commitment set
forth below such Series B Lender's name on the signature
pages of the First Amendment to Term Loan Agreement, as the
same may be increased or decreased from time to time as a
result of any repayment of the Series B Term Loans, any
assignment thereof pursuant to Section 10.06 of this
Agreement, or any amendment thereof pursuant to Section
10.02 of this Agreement.
"SERIES B TERM LOANS" shall mean, collectively, the
term loans in the aggregate principal amount of $75,000,000
made to Interface by the Series B Lenders on the Closing
Date pursuant to Section 2.01(a)(i).
"SERIES B TERM NOTES" shall mean, collectively, the
promissory notes evidencing the Series B Term Loans
substantially in the form of Exhibit "A" attached to this
Agreement and duly completed in accordance with the terms
thereof.
"SERIES C LENDERS" shall mean, collectively, STBA,
FNBC, the other banks and lending institutions listed on the
signature pages of the First Amendment to Term Loan
Agreement, and each assignee thereof, if any, pursuant to
Section 10.06(c) of this Agreement, having made or had
assigned to it any Series C Term Loans.
"SERIES C TERM LOAN COMMITMENT" shall mean, at any time
for any Series C Lender, the amount of such commitment set
forth below such Series C Lender's name on the signature
pages of the First Amendment to Term Loan Agreement, as the
same may be increased or decreased from time to time as a
result of any repayment of the Series C Term Loans, any
assignment thereof pursuant to Section 10.06 of this
Agreement, or any amendment thereof pursuant to Section
10.02 of this Agreement.
"SERIES C TERM LOAN MATURITY DATE" shall mean the first
anniversary of the Second Closing Date.
"SERIES C TERM LOANS" shall mean, collectively, the
term loans in the aggregate principal amount of $20,000,000
to be made to Interface by the Series C Lenders on the
Second Closing Date pursuant to Section 2.01(a)(ii).
"SERIES C TERM NOTES" shall mean, collectively, the
promissory notes evidencing the Series C Term Loans
substantially in the form of Exhibit "I" attached to the
First Amendment to Term Loan Agreement and duly completed in
accordance with the terms thereof.
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(b) The defined terms and definitions listed below
that appear in the Term Loan Agreement are hereby amended by
deleting said defined terms and definitions in their entirety and
substituting in lieu thereof the following defined terms and
definitions:
"LENDER" shall mean any of the Series B Lenders and
Series C Lenders, and "Lenders" shall mean, collectively,
all of the Series B Lenders and Series C Lenders.
"TERM LOAN COMMITMENT" shall mean, at any time for any
Lender, the total amount of such Lender's Series B Term Loan
Commitment and Series C Term Loan Commitment.
"TERM LOANS" shall mean, collectively, the Series B
Term Loans and the Series C Term Loans.
"TERM NOTES" shall mean, collectively, the Series B
Term Notes and the Series C Term Notes.
3. AMENDMENTS TO SECTION 2.01 ("AMOUNT OF TERM LOANS; USE
OF PROCEEDS"). Section 2.01 of the Term Loan Agreement is hereby
amended by deleting subsections (a) and (d) of Section 2.01 in
their entirety and substituting in lieu thereof the following
subsections (a) and (d):
(a) Subject to and upon the terms and conditions
herein set forth, (i) each Series B Lender agrees to make on
the Closing Date a Series B Term Loan to Interface in an
amount equal to its Series B Term Loan Commitment, and (ii)
each Series C Lender agrees to make on the Second Closing
Date a Series C Term Loan to Interface in an amount equal to
its Series C Term Loan Commitment. All such Term Loans
shall be repaid as set forth in Section 2.02(b). Interface
shall not be entitled to reborrow any amounts repaid with
respect to the Term Loans.
. . . .
(d) The proceeds from the Series B Term Loans shall be
used (i) to repay outstanding "Domestic Revolving Loans"
under the Credit Agreement by an aggregate principal amount
equal to $50,000,000, and (ii) to prepay that portion of the
outstanding "Term Loans" under the Credit Agreement in an
aggregate principal amount equal to $25,000,000 that were
otherwise scheduled to be repaid on December 31, 2001. The
proceeds from the Series C Term Loans shall be used (i) to
pay a portion of the purchase price payable by Interface and
its Subsidiaries in respect of the Readicut Acquisition,
and/or (ii) to repay outstanding "Domestic Revolving Loans"
under the Credit Agreement.
4. AMENDMENT TO SECTION 2.02 ("TERM NOTES; REPAYMENT OF
PRINCIPAL"). Section 2.02 of the Term Loan Agreement is hereby
amended by deleting subsection (b) of Section 2.02 in its
entirety and substituting in lieu thereof the following
subsection (b):
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(b) Interface shall repay all outstanding Series C
Term Loans in full on the Series C Term Loan Maturity Date,
and shall repay all outstanding Series B Term Loans in full
on the Final Maturity Date.
5. AMENDMENT TO SECTION 2.03 ("MANDATORY PREPAYMENTS").
Section 2.03 of the Term Loan Agreement is hereby amended as
follows:
(a) The first sentence of subsection (a) of Section
2.03 is hereby deleted and the following sentence is hereby
substituted in lieu thereof as the first sentence of
subsection (a) of Section 2.03:
No mandatory prepayment shall be required pursuant to
this Section 2.03(a) until the aggregate amount of
Asset Sales occurring after October 2, 1994 exceeds
$10,000,000 (based on the Asset Values thereof, but
excluding in the foregoing computation (i) Asset Sales
resulting from loss, damage, destruction, or taking
where the proceeds thereof are utilized so as to be
excluded from the definition of Net Proceeds, (ii)
Asset Sales occurring as a part of any sale and
leaseback transactions permitted pursuant to Section
7.06, and (iii) Asset Sales made as part of the
Readicut Divestitures).
(b) A new subsection (e) is hereby added to Section
2.03 as follows:
(e) Subject to the provisions of paragraph (c) of
this Section 2.03, all amounts received as Net Proceeds
from any Asset Sales effected as part of the Readicut
Divestitures shall be used to prepay outstanding
"Domestic Revolving Loans" or "Multicurrency Revolving
Loans" under the Credit Agreement as may be specified
by Interface at the time of such prepayment or, if not
so specified by Interface, then as specified by the Co-
Agents. All such prepayments shall be applied on a pro
rata basis among the holders of such Domestic Revolving
Loans or Multicurrency Revolving Loans, as the case may
be.
6. AMENDMENT TO SECTION 3.04 ("INTEREST PERIODS").
Section 3.04 of the Term Loan Agreement is hereby amended by
deleting clause (vi) thereof in its entirety and substituting in
lieu thereof the following clause (vi):
(vi) No Interest Period with respect to the Series C
Term Loans shall extend beyond the Series C Term Loan
Maturity Date, and no Interest Period with respect to the
Series B Term Loans shall extend beyond the Final Maturity
Date.
7. AMENDMENTS TO SECTION 4.01 ("CONDITIONS PRECEDENT TO
FUNDING OF TERM LOANS"). Section 4.01 of the Term Loan Agreement
is hereby amended by deleting each and every reference therein to
the "Term Loans" and substituting in each instance a reference to
the "Series B Term Loans."
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8. ADDITION OF NEW SECTION 4.03 ("CONDITIONS PRECEDENT TO
FUNDING OF SERIES C TERM LOANS"). Article IV of the Term Loan
Agreement is hereby amended by adding a new Section 4.03 to
Article IV as follows:
SECTION 4.03. CONDITIONS PRECEDENT TO FUNDING OF
SERIES C TERM LOANS. At the time of the making of the
Series C Term Loans hereunder on the Second Closing Date,
all obligations of Interface hereunder incurred at or prior
to such funding of the Series C Term Loans (including,
without limitation, Interface's obligations to reimburse the
reasonable fees and expenses of counsel to the Co-Agents and
any fees and expenses payable to the Co-Agents and the
Lenders as previously agreed with Interface) shall have been
paid in full, and the Co-Agents shall have received the
following, in form and substance satisfactory in all
respects to the Co-Agents:
(a) The duly executed counterparts of the First
Amendment to Term Loan Agreement (including the
Acknowledgment of Guarantors attached thereto);
(b) The duly completed Series C Term Notes;
(c) Certificate of Interface in substantially the
form of Exhibit "J" attached to the First Amendment to
Term Loan Agreement and appropriately completed;
(d) Certificates of the Secretary or Assistant
Secretary of Interface attaching and certifying a copy
of the resolutions of its board of directors,
authorizing the execution, delivery and performance of
the documents described in clause (a) and (b) above;
(e) Certificate of the Secretary or an Assistant
Secretary of Interface certifying (i) the name, title
and true signature of each officer of Interface
executing the documents described in this Section 4.03,
and (ii) the by-laws or comparable governing documents
of Interface;
(f) Certified copies of the articles of
incorporation of Interface, together with a certificate
of valid existence from the Secretary of State of
Georgia;
(g) Copies of all documents and instruments,
including all consents, authorizations and filings,
required or advisable under any Requirement of Law or
by any material Contractual Obligation of the Credit
Parties, in connection with the execution, delivery,
performance, validity and enforceability of the
documents described in this Section 4.03 and the other
documents to be executed and delivered hereunder,
together with the documents being executed and
delivered as part of the Readicut Acquisition, and such
consents, authorizations, filings and orders shall be
in full force and effect and all applicable waiting
periods shall have expired;
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(h) The favorable opinion of (i) Xxxxxxxxxx
Xxxxxxxx XXX, Xxxxxx Xxxxxx counsel to Interface,
substantially in the form of Exhibit "K" attached to
the First Amendment to Term Loan Agreement addressed to
the Co-Agents and each of the Lenders, and covering
such other matters as either Co-Agent or any Lender may
reasonably request; and
(i) A certificate of the president, chief
financial officer, or principal accounting officer of
Interface as to the calculation and reasonable detail
of the "Consolidated Fixed Charge Coverage Ratio" (as
defined in the Senior Subordinated Notes Indenture) of
Interface, demonstrating to the satisfaction of the Co-
Agents and the Lenders that at the time of the funding
of the Series C Term Loans, and after giving pro forma
effect thereto, such "Consolidated Fixed Charge
Coverage Ratio" of Interface exceeds 2.50:1.00, and
that the Series C Term Loans will constitute "Senior
Indebtedness" for all purposes under the Senior
Subordinated Notes Indenture.
In addition to the foregoing, the following conditions shall
have been satisfied or shall have existed, all to the
satisfaction of the Co-Agents, as of the time the Series C
Term Loans were made hereunder:
(j) The Series C Term Loans and the use of
proceeds thereof shall not have contravened, violated
or conflicted with, or involved the Co-Agents or any
Lender in a violation of, any law, rule, injunction, or
regulation, or determination of any court of law or
other governmental authority; and
(k) All corporate proceedings and all other legal
matters in connection with the authorization, legality,
validity and enforceability of the documents described
in this Section 4.03 shall have been reasonably
satisfactory in form and substance to the Required
Lenders.
9. AMENDMENT TO SECTION 7.01 ("INDEBTEDNESS"). Section
7.01 of the Term Loan Agreement is hereby amended (i) by deleting
the word "and" from the end of subsection (l) thereof, and (ii)
by deleting subsection (m) thereof in its entirety and
substituting in lieu thereof new subsections (m), (n) and (o) as
follows:
(m) The Readicut Debt;
(n) Indebtedness consisting of contingent
obligations under indemnities, guarantees, and
reimbursement agreements in favor of Persons issuing
surety bonds, guarantees and similar undertakings
issued to support performance obligations of any of the
Consolidated Companies incurred in the ordinary course
of business; and
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(o) Other Indebtedness not to exceed $15,000,000
at any one time outstanding.
10. AMENDMENT TO SECTION 7.03 ("MERGERS, ACQUISITIONS,
SALES, ETC."). Section 7.03 of the Term Loan Agreement is hereby
amended as follows:
(a) The first parenthetical phrase in clause (ii) of
Section 7.03 is hereby deleted in its entirety and the
following parenthetical phrase substituted in lieu thereof:
(but excluding Asset Sales occurring as part of the
Readicut Divestitures or as part of any sale and
leaseback transactions permitted by Section 7.06)
(b) Clause (vi) of Section 7.03 is hereby amended by
deleting clause (vi) in its entirety and substituting in
lieu thereof the following clause (vi):
(vi) Asset Sales occurring as part of the Readicut
Divestitures or as part of any sale and leaseback
transactions permitted pursuant to Section 7.06, or
11. AMENDMENT TO ARTICLE VIII ("EVENTS OF DEFAULT").
Article VIII of the Term Loan Agreement is hereby amended (i) by
deleting the period at the end of Section 8.15 and substituting
in lieu thereof a semicolon, and (ii) by adding the following
language at the end of Article VIII:
then, and in any such event, and at any time thereafter
if any Event of Default shall then be continuing, the
Co-Agents may, and upon the written or telex request of
the Required Lenders, shall, by written notice to
Interface, take any or all of the following actions,
without prejudice to the rights of the Co-Agents, any
Lender or the holder of any Term Note to enforce its
claims against Interface or any other Credit Party:
(i) declare all Term Loan Commitments terminated,
whereupon the pro rata Term Loan Commitments of each
Lender shall terminate immediately without any other
notice of any kind; and (ii) declare the principal of
and any accrued interest on the Term Loans, and all
other Obligations owing hereunder, to be, whereupon the
same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any
kind, all of which are hereby waived by Interface;
provided, that, if an Event of Default specified in
Section 8.07 shall occur, the result which would occur
upon the giving of written notice by the Co-Agents to
Interface and any other Credit Party, as specified in
clauses (i) and (ii) above, shall occur automatically
without the giving of any such notice.
12. SUPPLEMENT TO SCHEDULE 5.01 ("ORGANIZATION AND
OWNERSHIP OF SUBSIDIARIES"). Effective upon the closing of the
Readicut Acquisition, Schedule 5.01 to the Term Loan Agreement
shall be supplemented to reflect the Readicut Acquisition by
attaching thereto the Supplement to Schedule 5.01 in the form
attached to this First Amendment.
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13. ADDITIONAL EXHIBITS. The Term Loan Agreement is hereby
amended by adding to the Term Loan Agreement the following
exhibits attached to this First Amendment and made a part of the
Term Loan Agreement by this reference: Exhibit "I" (form of
Series C Term Notes), Exhibit "J" (form of Second Closing
Certificate) and Exhibit "K" (form of Opinion of Xxxxxxxxxx
Stock LLP).
14. REPRESENTATIONS AND WARRANTIES. Interface represents
and warrants to the Co-Agents and the Lenders as follows:
(a) All representations and warranties set forth in
the Term Loan Agreement are, and after giving effect to the
Readicut Acquisition will be, true and correct in all material
respects with the same effect as though such representations and
warranties have been made on and as of the date hereof and after
giving effect to the Readicut Acquisition (except that the
representation and warranty set forth in Section 5.19 of the Term
Loan Agreement shall not be deemed to relate to any time
subsequent to the date of the initial Series B Term Loans under
the Term Loan Agreement);
(b) No Default or Event of Default has occurred and
is continuing on the date hereof or will occur or exist as a
result of the Readicut Acquisition;
(c) Since the date of the most recent financial
statements of the Consolidated Companies submitted to the Lenders
pursuant to Section 6.07(b) of the Term Loan Agreement, and after
giving pro forma effect to the Readicut Acquisition, there has
been no change which has had or could reasonably be expected to
have a Materially Adverse Effect (whether or not notice with
respect to such change has otherwise been furnished to the
Lenders pursuant to Section 6.07);
(d) Interface has the corporate power and authority to
make, deliver and perform this First Amendment and has taken all
necessary corporate action to authorize the execution, delivery
and performance of this First Amendment and the documents
described in Section 4.03 of the Term Loan Agreement as amended
hereby. No consent or authorization of, or filing with, any
Person (including, without limitation, any governmental
authority), is required in connection with the execution,
delivery or performance by it, or the validity or enforceablility
against it, of this First Amendment and the other documents
described in Section 4.03 the Term Loan Agreement as amended
hereby, other than such consents, authorizations or filings which
have been made or obtained; and
(e) This First Amendment and the documents described
in Section 4.03 of the Term Loan Agreement as amended hereby have
been duly executed and delivered by Interface and constitute the
legal, valid and binding obligations of Interface, enforceable
against it in accordance with their respective terms, except as
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally and by general
principles of equity.
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15. EFFECTIVENESS OF FIRST AMENDMENT. This First Amendment
shall become effective upon the execution and delivery to the
Domestic Agent of counterparts hereof (whether originals or
facsimile transmissions thereof) on behalf of Interface, the Co-
Agents, and the Lenders.
16. REFERENCES TO TERM LOAN AGREEMENT. On and after the
date this First Amendment becomes effective as provided in
paragraph 15 above, each and every reference in the Credit
Documents to the Term Loan Agreement shall be deemed to refer to
and mean the Term Loan Agreement as amended by this First
Amendment and as the same may be further amended, restated and
supplemented from time to time. The parties further confirm and
agree that (i) except as expressly amended herein, the Term Loan
Agreement remains in full force and effect in accordance with its
terms, and (ii) all other Credit Documents remain in full force
and effect in accordance with their respective terms.
17. COUNTERPARTS. This First Amendment may be executed in
any number of counterparts and by the different parties hereto on
separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together
constitute one and the same instrument.
18. MISCELLANEOUS. This First Amendment and the rights and
obligations of the parties hereunder shall be construed in
accordance with and be governed by the law (without giving effect
to the conflict of law principles thereof) of the State of
Georgia. This First Amendment shall be binding on and shall
inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed and delivered in Atlanta,
Georgia, by their duly authorized officers as of the day and year
first above written.
Address for Notices: INTERFACE, INC.
-------------------
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000 By: /s/ Xxxxxx X. Xxxxxxx
Attention: Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
Senior Vice President
Telex No.:
Answerback:
Telecopy No.: 404/319-0070
Address for Notices: SUNTRUST BANK, ATLANTA,
------------------- as Administrative Agent and
Collateral Agent
00 Xxxx Xxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
Telex No.: 542210
Answerback: TRUSCO INT ATL
By: /s/ Xxxxx X. Xxxxxx
Telecopy No.: 404/588-8833 Name: Xxxxx X. Xxxxxx
Title: Group Vice President
Payment Office:
---------------
00 Xxxx Xxxxx, X.X.
Xxxxxxx, XX 00000
Address for Notices: THE FIRST NATIONAL BANK
------------------- OF CHICAGO, as Syndication Agent
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx
By: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
Telex No.:
Answerback:
Telecopy No.: 312/732-5296
Administrative Office:
----------------------
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx
Payment Offices:
----------------
(See Schedule 4.01)
Address for Notices: SUNTRUST BANK, ATLANTA
-------------------
00 Xxxx Xxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
Telex No.: 542210
Answerback: TRUSCO INT ATL
By: /s/ Xxxxx X. Xxxxxx
Telecopy No.: 404/588-8833 Name: Xxxxx X. Xxxxxx
Title: Group Vice President
Domestic Lending Office:
------------------------
Xxx Xxxx Xxxxx, X.X.
Xxxxxxx, XX 00000
Telex No.: 542210
Answerback: TRUSCO INT ATL
Eurocurrency Lending Office:
----------------------------
Xxx Xxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Telex No. 542210
Answerback: TRUSCO INT ATL
PRO RATA
AMOUNT SHARE
------ --------
SERIES B TERM LOAN
COMMITMENT: $8,250,000 11.00000%
SERIES C TERM LOAN
COMMITMENT: $2,889,300 14.4465%
Address for Notices: THE FIRST NATIONAL BANK
-------------------- OF CHICAGO
Mail Suite 0324
One First Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx
By: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
Telex No.: 4330253
Answerback: FNBC UI
Telecopy No.: 312/732-5296
Administrative Office
---------------------
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx
Payment Offices:
----------------
(See Schedule 4.01)
PRO RATA
AMOUNT SHARE
------ ---------
SERIES B TERM LOAN
COMMITMENT: $8,250,000 11.00000%
SERIES C TERM LOAN
COMMITMENT: $2,889,300 14.4465%
Address for Notices: THE BANK OF TOKYO-MITSUBISHI,
-------------------- LTD., ATLANTA AGENCY
000 Xxxxxxxxx Xxxxxx, X.X.
0000 Xxxxxxx-Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Telephone: 404/000-0000 Title: Assistant Vice President
Telecopy No.: 404/577-1155
Telex No.: 6827300
Answerback: 6827300BOT ATL
Domestic Lending Office:
------------------------
4970 Georgia-Pacific Center
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Eurocurrency Lending Office:
---------------------------
4970 Georgia-Pacific Center
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
PRO RATA
AMOUNT SHARE
------ ---------
SERIES B TERM LOAN
COMMITMENT: $5,100,000 6.80000%
SERIES C TERM LOAN
COMMITMENT: $1,435,720 7.1786%
Address for Notices: CIBC INC.
-------------------------
Canadian Imperial Bank of
Commerce
Two Paces West
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000 By: /s/ Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000 Name: Xxxxx Xxxxxx
Attention: Xxxxxxx Xxxxxxxxx Title: Executive Director, CIBC
Xxxxxxxxxxx corp. as Agent
Telephone: 770/000-0000
Telecopy No.: 770/319-4954
Domestic Lending Office:
Canadian Imperial Bank of
Commerce
Two Paces West
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Eurocurrency Lending Office:
Canadian Imperial Bank of
Commerce
Two Paces West
2727 Paces Ferry Road, Suite 1200
Xxxxxxx, Xxxxxxx 00000
PRO RATA
AMOUNT SHARE
---------- --------
SERIES B TERM LOAN
COMMITMENT: $5,600,000 7.46667%
SERIES C TERM LOAN
COMMITMENT: $0 0%
Address for Notices: CREDITANSTALT-BANKVEREIN
-------------------
Xxx Xxxxxxx Xxxxx
Xxxxx 0000 By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx, Xxxxxxx 00000 Name: Xxxxxxx X. Xxxx
Attention: Xxxxxxx X. Xxxx Title: Assoc.
Telephone: 770/000-0000 By: /s/ Xxxxx Xxxxx
Telecopy No.: 770/390-1851 Name: Xxxxx Xxxxx
Title: VP
Domestic Lending Office:
------------------------
Two Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxx
Eurocurrency Lending Office:
----------------------------
Two Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
PRO RATA
AMOUNT SHARE
---------- --------
SERIES B TERM LOAN
COMMITMENT: $6,250,000 8.33333%
SERIES C TERM LOAN
COMMITMENT: $1,771,420 8.8571%
Address for Notices: CREDIT LYONNAIS ATLANTA AGENCY
-------------------
Credit Lyonnais Atlanta Agency
000 Xxxxxxxxx Xxxxxx, X.X. By: /s/ Xxxxx X. Xxxxxx
Suite 4400 Name: Xxxxx X. Xxxxxx
Xxxxxxx, XX 00000 Title: First Vice President & Manager
Attention: Xxxxx Xxxxxx
Telephone: 404/000-0000
Telecopy No.: 404/584-5249
Domestic Lending Office:
------------------------
Credit Lyonnais Atlanta Agency
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, XX 00000
Eurocurrency Lending Office:
----------------------------
Credit Lyonnais Atlanta Agency
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, XX 00000
PRO RATA
AMOUNT SHARE
--------- --------
SERIES B TERM LOAN
COMMITMENT: $5,100,000 6.80000%
SERIES C TERM LOAN
COMMITMENT: $1,435,720 7.1786%
Address for Notices: THE SUMITOMO BANK LIMITED
-------------------
000 Xxxxxxxxx Xxxxxx, X.X. By: /s/ Xxxxx X. Xxxxxx
Suite 4420 Name: Xxxxx X. Xxxxxx
Xxxxxxx, XX 00000 Title: Vice President
Attention: Xxxxx Xxxxxx
Telephone: 404/000-0000
Telecopy No.: 404/523-7983 By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Domestic Lending Office: Title: Executive Officer
-----------------------
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Eurocurrency Lending Office:
----------------------------
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
PRO RATA
AMOUNT SHARE
------ --------
SERIES B TERM LOAN
COMMITMENT: $5,100,000 6.80000%
SERIES C TERM LOAN
COMMITMENT: $1,435,720 7.1786%
Address for Notices: FIRST UNION NATIONAL BANK
-------------------
000 Xxxxxxxxx Xxxxxx, X.X. By: /s/ Xxxxxxxxx Xxxxxxx
9th Floor Name: Xxxxxxxxx Xxxxxxx
Xxxxxxx, XX 00000 Title: Vice President
Attention: Xxxxxxxxx Xxxxxxx
Telephone: 404/000-0000
Telecopy No.: 404/827-7199
Domestic Lending Office:
------------------------
000 Xxxxxxxxx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxx, XX 00000
Eurocurrency Lending Office:
----------------------------
000 Xxxxxxxxx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxx, XX 00000
PRO RATA
AMOUNT SHARE
------ --------
SERIES B TERM LOAN
COMMITMENT: $6,350,000 8.46667%
SERIES C TERM LOAN
COMMITMENT: $1,771,420 8.8571%
Address for Notices: FLEET BANK OF MAINE
--------------------
00 Xxxxxxxx Xxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
Xxxxxx, Xxxxx 00000 Name: Xxxx X. Xxxxxxxxxx
Attention: Xxxx X. Xxxxxxxxxx Title: Vice President
Telephone: 207/000-0000
Telecopy No.: 207/941-6023
Domestic Lending Office:
------------------------
000 Xxxxxxxx Xxxxxx, X. X. Xxx 0000
Xxxxxxxx, Xxxxx 00000-0000
Eurocurrency Lending Office:
----------------------------
000 Xxxxxxxx Xxxxxx, X. X. Xxx 0000
Xxxxxxxx, Xxxxx 00000-0000
PRO RATA
AMOUNT SHARE
SERIES B TERM LOAN
COMMITMENT: $8,800,000 11.73333%
SERIES C TERM LOAN
COMMITMENT: $1,771,420 8.8571%
Address for Notices: NATIONSBANK, N.A.
-------------------
000 Xxxxx Xxxxx Xxxxxx
Mail Code NC1-007-08-11 By: /s/ Xxxxx X. Xxxxxxx
Xxxxxxxxx, XX 00000 Name: Xxxxx X. Xxxxxxx
Attention: Title: Vice President
Telephone: 704/000-0000
Telecopy No.: 704/386-1270
Domestic Lending Office:
------------------------
One Independence Center
000 Xxxxx Xxxxx Xxxxxx
Mail Code NC1-001-15-03
Xxxxxxxxx, XX 00000
Eurocurrency Lending Office:
----------------------------
One Independence Center
000 Xxxxx Xxxxx Xxxxxx
Mail Code NC1-001-15-03
Xxxxxxxxx, XX 00000
PRO RATA
AMOUNT SHARE
------ --------
SERIES B TERM LOAN
COMMITMENT: $6,350,000 8.46667%
SERIES C TERM LOAN
COMMITMENT: $1,771,420 8.8571%
Address for Notices: PNC BANK, NATIONAL
ASSOCIATION
One PNC Plaza
Fifth Avenue and Wood Street By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
Xxxxxxxxxx, XX 00000 Name: Xxxxxx X. Xxxxxxxx, Xx.
Attention: Xxxxxx X. Xxxxxxxx, Xx. Title: Vice President
Telephone: 412/000-0000
Telecopy No.: 412/762-6484
Domestic Lending Office:
-----------------------
One PNC Xxxxx
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Eurocurrency Lending Office:
----------------------------
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
PRO RATA
AMOUNT SHARE
------ --------
SERIES B TERM LOAN
COMMITMENT: $3,500,000 4.66667%
SERIES C TERM LOAN
COMMITMENT: $1,057,140 5.2857%
Address for Notices: WACHOVIA BANK, N.A.
-------------------
000 Xxxxxxxxx Xxxxxx, X.X.
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Telephone: 404/000-0000 Title: Vice President
Telecopy No.: 404/332-6920
Domestic Lending Office:
------------------------
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Eurocurrency Lending Office:
-----------------------------
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
PRO RATA
AMOUNT SHARE
---------
SERIES B TERM LOAN
COMMITMENT: $6,350,000 8.46667%
SERIES C TERM LOAN
COMMITMENT: $1,771,420 8.8571%
ACKNOWLEDGMENT OF GUARANTORS
Each of the Guarantors acknowledges and agrees to
the terms of the foregoing First Amendment to Term Loan
Agreement, and further acknowledges and agrees that (i) all of
the Series B Term Loans and Series C Term Loans shall constitute
the "Term Loans" as used in the Subsidiary Guaranty Agreement
dated as of June 25, 1997 executed by them, and shall be included
in the "Guaranteed Obligations" covered by such Subsidiary
Guaranty Agreement, and (ii) such Subsidiary Guaranty Agreement
is and shall remain in full force and effect on and after the
date hereof, and (iii) the First Amendment to Term Loan Agreement
and the increase in the total amount of Term Loans thereunder
shall in no way release, discharge, or otherwise limit the
obligations of such Guarantor under such Subsidiary Guaranty
Agreement.
This Acknowledgment of Guarantors made and
delivered as of December 2, 1997.
EACH CORPORATION LISTED ON
SCHEDULE I ATTACHED HERETO
(the "Guarantors")
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Senior Vice President
SCHEDULE I
SUBSIDIARY GUARANTORS
Interface Interior Fabrics, Inc., a Delaware corporation
(Formerly Guilford of Maine, Inc.)
Guilford (Delaware), Inc., a Delaware corporation
Interface Flooring Systems, Inc., a Georgia corporation
Rockland React-Rite, Inc., a Georgia corporation
Interface Research Corporation, a Georgia corporation
Interface Europe, Inc., a Delaware corporation
Pandel, Inc., a Georgia corporation
Interface Asia-Pacific, Inc., a Georgia corporation
Bentley Xxxxx, Inc., a Delaware corporation
Prince Street Technologies, Ltd., a Georgia corporation
Intek, Inc., a Georgia corporation
Toltec Fabrics, Inc., a Georgia corporation
Interface Architectural Resources, Inc., a Michigan corporation
(Formerly C-Tec, Inc.)
Guilford of Maine, Inc., a Nevada corporation
Guilford of Maine Finishing Services, Inc., a Nevada corporation
Guilford of Maine Decorative Fabrics, Inc., a Nevada corporation
Guilford of Maine Marketing Co., a Nevada corporation
Intek Marketing Co., a Nevada corporation
Interface Holding Company, a Nevada corporation
Interface Americas, Inc., a Georgia corporation
Interface Americas Services, Inc., a Georgia corporation
Interface Specialty Resources, Inc., a Nevada corporation
Re:Source Americas Enterprises, Inc., a Georgia corporation
Interface Royalty Company, a Nevada corporation
Interface Licensing Company, a Nevada corporation
Price Street Royalty Company, a Nevada corporation
Bentley Royalty Company, a Nevada corporation
Superior/Xxxxxx Flooring Resources, Inc., a Texas corporation
Quaker City International, Inc., a Pennsylvania corporation
Commercial Flooring Systems, Inc., a Pennsylvania corporation
Congress Flooring Corp., a Massachusetts corporation
Flooring Consultants, Inc., an Arizona corporation
Xxxxxx/White Carpet Company, Inc., a New York corporation
X. Xxxxxxx & Sons, Inc., a New Jersey corporation
