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EXHIBIT 10.8(b)
FIFTH AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Fifth Amendment") made and entered into as of December 29, 1996, by and
among INTERFACE, INC., a Georgia corporation ("Interface"), INTERFACE
SCHERPENZEEL 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 ("Scherpenzeel B.V."), INTERFACE EUROPE LIMITED, a private company
limited by shares organized and existing under the laws of England and Wales
("Europe Limited"; Interface, Scherpenzeel B.V. and Europe Limited referred to
collectively herein as the "Borrowers"), SUNTRUST BANK, ATLANTA (formerly Trust
Company Bank), a banking corporation organized under the laws of the State of
Georgia ("TCB"), THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association ("FNBC"), the other banks and lending institutions listed on the
signature pages hereof (TCB, FNBC, and such other banks and lending institutions
referred to collectively herein as the "Lenders"), SUNTRUST BANK, ATLANTA
(formerly Trust Company Bank), in its capacity as agent for those Lenders having
outstanding Domestic Syndicated Loan Commitments or having outstanding Domestic
Revolving Loans or Term Loans as provided in the Credit Agreement defined below
(the "Domestic Agent"), THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as
agent for those Lenders having outstanding Multicurrency Syndicated Loan
Commitments or having outstanding Multicurrency Revolving Loans as provided in
the Credit Agreement defined below (the "Multicurrency Agent"; the Domestic
Agent and the Multicurrency Agent referred to collectively herein as the
"Co-Agents"), and SUNTRUST BANK, ATLANTA (formerly Trust Company Bank), in its
capacity as collateral agent for the Co-Agents and the Lenders (the "Collateral
Agent");
W I T N E S S E T H:
WHEREAS, the Borrowers, the Co-Agents, the Collateral Agent,
and the Lenders are parties to a certain Credit Agreement dated as of January 9,
1995, as amended and restated by a certain Amended and Restated Credit Agreement
dated as of June 30, 1995, and as further amended by a certain First Amendment
to Amended and Restated Credit Agreement dated as of July 31, 1995, by a certain
Second Amendment to Amended and Restated Credit Agreement dated as of November
21, 1995, by a certain Third Amendment to Amended and Restated Credit Agreement
dated as of February 28, 1996, and by a certain Fourth Amendment to Amended and
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Restated Credit Agreement dated as of July 30, 1996 (as so amended and restated,
the "Credit Agreement");
WHEREAS, Interface has advised the Lenders of a proposed
corporate reorganization involving Interface and certain of its existing
Subsidiaries, such corporate reorganization to be effected by the transactions
more particularly described on Schedule 1.01 attached hereto and by this
reference made a part hereof (collectively, the "1996 Reorganization
Transactions");
WHEREAS, the Co-Agents and the Lenders are willing to consent
to the 1996 Reorganization Transactions, subject to the terms, conditions, and
requirements set forth in this Fifth Amendment.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Borrowers, 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 Fifth Amendment that is defined in the Credit
Agreement is used herein with the meaning assigned to such capitalized term in
the Credit Agreement.
2. AMENDMENTS TO SECTION 1.01 ("DEFINITIONS").
(a) Section 1.01 of the Credit Agreement is hereby amended by adding
the following defined terms and definitions thereof in proper alphabetical
order:
"Fifth Amendment to Credit Agreement" shall mean the Fifth
Amendment to Amended and Restated Credit Agreement dated as of December
29, 1996, by and among the Borrowers, the Lenders, the Co-Agents, and
the Collateral Agent, together with all Schedules and Exhibits thereto.
"1996 Reorganization Credit Parties" shall mean, collectively,
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, Prince Street Royalty Company,
a Nevada corporation, Bentley Royalty Company, a Nevada corporation,
Superior Holding, Inc., a Texas
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corporation, Quaker City International, Inc., a Pennsylvania
corporation, Commercial Flooring Systems, Inc., a Pennsylvania
corporation, Congress Flooring Corp., a Massachusetts corporation, and
their respective successors and permitted assigns.
"1996 Reorganization Transactions" shall mean those
transactions more particularly described on Schedule 1.01 attached
hereto and by this reference made a part hereof.
(b) The defined terms and definitions listed below that appear in the
Credit 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:
"Bank Purchasers" shall mean, collectively, CIBC and each
other financial institution, if any, that becomes a party to the
Receivables Backup Purchase Agreements, and their respective successors
and assigns.
"Credit Parties" shall mean, collectively, each of the
Borrowers, the Guarantors, and the L/C Account Parties (including all
Persons that are currently Borrowers, Guarantors, and L/C Account
Parties and all Persons who may at any time in the future become
Borrowers, Guarantors, or L/C Account Parties), and every other Person
who from time to time executes a Security Document with respect to all
or any portion of the Obligations.
"Guarantors" shall mean, collectively, Interface, Interface
Interior Fabrics, Inc. (formerly Guilford of Maine, Inc.), Guilford
(Delaware), Inc., Interface Flooring Systems, Inc., Rockland React-Rite
Inc., Interface Research Corporation, Interface Europe, Inc., Pandel,
Inc., Interface Asia-Pacific, Inc., Bentley, Prince Street, Intek,
Inc., Toltec Fabrics, Inc., C-Tec, Inc. (now Interface Architectural
Resources, Inc.), the 1996 Reorganization Credit Parties, and all other
Material Subsidiaries (other than Interface SPC) that are not Foreign
Subsidiaries, and their respective successors and permitted assigns.
"Pledge Agreements" shall mean, collectively, those certain
Pledge and Security Agreements (including supplements thereto and all
assumptions, amendments and/or restatements thereof), Agreement of
Pledge, and Deed of Pledge, executed in favor of the Collateral Agent,
substantially in the forms of Exhibits E-1 through E-16, providing for
the grant of first priority Liens on the Pledged Stock, as the same may
be further supplemented, amended or restated from time to time.
"Pledged Stock" shall mean, collectively, (i) all issued and
outstanding capital stock, together with all warrants, stock options,
and other purchase and conversion rights with respect to such capital
stock, of each of Interface Interior Fabrics, Inc. (formerly Guilford
of Maine, Inc.), Guilford (Delaware) Inc., Interface Flooring Systems,
Inc., Interface Research
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Corporation, Rockland React-Rite, Inc., Pandel, Inc., Interface Europe,
Inc., Interface Asia- Pacific, Inc., Bentley, Prince Street, Intek,
Inc., Toltec Fabrics, Inc., C-Tec, Inc. (now Interface Architectural
Resources, Inc.), the 1996 Reorganization Credit Parties, and all other
Material Subsidiaries of Interface organized in the United States, and
(ii) 66% of all issued and outstanding capital stock, together with 66%
of all warrants, stock options, and other purchase and conversion
rights with respect to such capital stock, of Europe Limited, Interface
Europe B.V., Interface Heuga Singapore Pte Ltd., Guilford of Maine
(Canada), Inc., Interface Flooring Systems (Canada), Inc., Interface
Heuga Hong Kong Ltd., Interface Heuga Australia Pty Limited, and all
other Material Subsidiaries that are Foreign Subsidiaries directly
owned by Interface and/or one or more other Subsidiaries organized in
the United States.
"Receivables Backup Purchase Agreements" shall mean the
agreements among Interface SPC, as seller, Interface, as collection
agent, and the Bank Purchasers, as purchasers, providing for the sale
by Interface SPC, and the purchase by the Bank Purchasers, of accounts
receivable (or undivided ownership interests therein) originated by
certain of the Consolidated Companies, as in effect on December 31,
1996, and as the same may be amended, restated or supplemented from
time to time.
3. DOCUMENTS TO BE DELIVERED PURSUANT TO THE FIFTH AMENDMENT. Interface
shall execute and deliver, or shall cause to be executed and delivered, the
following documents to the Co-Agents and the Collateral Agent for the benefit of
the Lenders:
(a) The Fourth Supplement to Subsidiary Guaranty Agreement
substantially in the form of Exhibit D-3 attached to this Fifth
Amendment, as executed on behalf of each of the 1996 Reorganization
Credit Parties;
(b) The Supplement No. 4 to the Contribution Agreement in the
form of Exhibit I-2 attached to this Fifth Amendment, as executed on
behalf of each of the 1996 Reorganization Credit Parties;
(c) The Fourth Master Amendment of Credit Documents as
executed on behalf of each of the Credit Parties;
(d) The Pledge and Security Agreement in the form of Exhibit
E-7 attached to this Fifth Amendment, as executed on behalf of
Interface, accompanied by (i) all stock certificates representing the
shares of Interface Holding Company, Interface Royalty Company, and
Interface Licensing Company constituting the Pledged Stock subject
thereto that has not been previously delivered to the Collateral Agent,
(ii) stock powers for those shares duly executed in blank, (iii)
Uniform Commercial Code financing statements relating thereto, and (iv)
any other documentation requested by the Collateral Agent in order to
assure
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the perfection of a first priority Lien on such Pledged Stock in favor
of the Collateral Agent for the benefit of the Lenders;
(e) The Pledge and Security Agreement in the form of Exhibit
E-8 attached to this Fifth Amendment, as executed on behalf of Bentley,
accompanied by (i) all stock certificates representing the shares of
Bentley Royalty Company constituting the Pledged Stock subject thereto,
(ii) stock powers for those shares duly executed in blank, (iii)
Uniform Commercial Code financing statements relating thereto, and (iv)
any other documentation requested by the Collateral Agent in order to
assure the perfection of a first priority Lien on such Pledged Stock in
favor of the Collateral Agent for the benefit of the Lenders;
(f) The Pledge and Security Agreement in the form of Exhibit
E-9 attached to this Fifth Amendment, as executed on behalf of Prince
Street, accompanied by (i) all stock certificates representing the
shares of Prince Street Royalty Company constituting the Pledged Stock
subject thereto, (ii) stock powers for those shares duly executed in
blank, (iii) Uniform Commercial Code financing statements relating
thereto, and (iv) any other documentation requested by the Collateral
Agent in order to assure the perfection of a first priority Lien on
such Pledged Stock in favor of the Collateral Agent for the benefit of
the Lenders;
(g) The Pledge and Security Agreement in the form of Exhibit
E-10 attached to this Fifth Amendment, as executed on behalf of
Re:Source Americas Enterprises, Inc., accompanied by (i) all stock
certificates representing the shares of Superior Holding, Inc., Quaker
City International, Inc., and Congress Flooring Corp. constituting the
Pledged Stock subject thereto, (ii) stock powers for those shares duly
executed in blank, (iii) Uniform Commercial Code financing statements
relating thereto, and (iv) any other documentation requested by the
Collateral Agent in order to assure the perfection of a first priority
Lien on such Pledged Stock in favor of the Collateral Agent for the
benefit of the Lenders;
(h) The Assumption, Amendment and Restatement of Pledge and
Security Agreement in the form of Exhibit E-11 attached to this Fifth
Amendment, as executed on behalf of Interface Holding Company,
accompanied by (i) all stock certificates representing the shares of
Interface Specialty Resources, Inc. and Interface Americas, Inc.
constituting the portion of the Pledged Stock subject thereto that has
not been previously delivered to the Collateral Agent, (ii) stock
powers for all Pledged Stock subject thereto duly executed in blank,
(iii) Uniform Commercial Code financing statements relating thereto,
and (iv) any other documentation requested by the Collateral Agent in
order to assure the perfection of a first priority Lien on such Pledged
Stock in favor of the Collateral Agent for the benefit of the Lenders;
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(i) The Assumption, Amendment and Restatement of Pledge and
Security Agreement in the form of Exhibit E-12 attached to this Fifth
Amendment, as executed on behalf of Interface Interior Fabrics, Inc.
(formerly Guilford of Maine, Inc.), accompanied by (i) all stock
certificates representing the shares of Guilford of Maine, Inc.,
Guilford of Maine Finishing Services, Inc., Guilford of Maine
Decorative Fabrics, Inc., Guilford of Maine Marketing Co., and Intek
Marketing Co. constituting the portion of the Pledged Stock subject
thereto that has not been previously delivered to the Collateral Agent,
(ii) stock powers for all Pledged Stock subject thereto duly executed
in blank, (iii) Uniform Commercial Code financing statements relating
thereto, and (iv) any other documentation requested by the Collateral
Agent in order to assure the perfection of a first priority Lien on
such Pledged Stock in favor of the Collateral Agent for the benefit of
the Lenders;
(j) The Assumption, Amendment and Restatement of Pledge and
Security Agreement in the form of Exhibit E-13 attached to this Fifth
Amendment, as executed on behalf of Interface Americas, Inc.,
accompanied by (i) all stock certificates representing the shares of
Interface Americas Services, Inc. constituting the Pledged Stock
subject thereto that has not been previously delivered to the
Collateral Agent, (ii) stock powers for all Pledged Stock subject
thereto duly executed in blank, (iii) Uniform Commercial Code financing
statements relating thereto, and (iv) any other documentation requested
by the Collateral Agent in order to assure the perfection of a first
priority Lien on such Pledged Stock in favor of the Collateral Agent
for the benefit of the Lenders;
(k) The Pledge and Security Agreement in the form of Exhibit
E-14 attached to this Fifth Amendment, as executed on behalf of
Interface Americas Services, Inc., accompanied by (i) all stock
certificates representing the shares of Re:Source Americas Enterprises,
Inc. constituting the Pledged Stock subject thereto, (ii) stock powers
for those shares duly executed in blank, (iii) Uniform Commercial Code
financing statements relating thereto, and (iv) any other documentation
requested by the Collateral Agent in order to assure the perfection of
a first priority Lien on such Pledged Stock in favor of the Collateral
Agent for the benefit of the Lenders;
(l) The Assumption, Amendment and Restatement of Pledge and
Security Agreement in the form of Exhibit E-15 attached to this Fifth
Amendment, as executed on behalf of Interface Specialty Resources,
Inc., accompanied by (i) stock powers for all Pledged Stock subject
thereto duly executed in blank, (ii) Uniform Commercial Code financing
statements relating thereto, and (iii) any other documentation
requested by the Collateral Agent in order to assure the perfection of
a first priority Lien on such Pledged Stock in favor of the Collateral
Agent for the benefit of the Lenders;
(m) The Pledge and Security Agreement in the form of Exhibit
E-16 attached to this Fifth Amendment, as executed on behalf of Quaker
City International, Inc., accompanied by (i) all stock certificates
representing the shares of Commercial Flooring Systems, Inc.
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constituting the Pledged Stock subject thereto, (ii) stock powers for
those shares duly executed in blank, (iii) Uniform Commercial Code
financing statements relating thereto, and (iv) any other documentation
requested by the Collateral Agent in order to assure the perfection of
a first priority Lien on such Pledged Stock in favor of the Collateral
Agent for the benefit of the Lenders;
(n) Certificates of the Secretary or Assistant Secretary of
each of Interface, Bentley, Prince Street, Interface Interior Fabrics,
Inc. (formerly Guilford of Maine, Inc.), and the 1996 Reorganization
Credit Parties (x) attaching and certifying copies of the resolutions
of the board of directors (or, if applicable, the executive committee
thereof) of each such Consolidated Company, authorizing as applicable
(A) the execution, delivery and performance of the documents by such
Consolidated Company as provided in this Section 3, and (B) the
granting of the pledges and security interests granted pursuant to the
documents described in clauses (d) through (k) of this Section 3, and
(y) certifying the by-laws of such Consolidated Company and the name,
title and true signature of each officer of such Consolidated Company
executing such documents;
(o) Copies of the certificate or articles of incorporation of
each of the 1996 Reorganization Credit Parties, as certified by the
Secretary of State of the state of incorporation of such corporation,
and certificates of the Secretary or an Assistant Secretary of each of
Interface, Bentley, Prince Street, and Interface Interior Fabrics, Inc.
(formerly Guilford of Maine, Inc.) certifying as to the absence of any
amendments, restatements, or other changes to the certificates or
articles of incorporation of such Consolidated Companies since June 30,
1995;
(p) Certificates of good standing or existence, as may be
available from the Secretary of State of the jurisdictions of
incorporation of each of Interface, Bentley, Prince Street, Interface
Interior Fabrics, Inc. (formerly Guilford of Maine, Inc.), and the 1996
Reorganization Credit Parties;
(q) Examination reports from the appropriate Uniform
Commercial Code records in Georgia (with respect to Interface,
Interface Holding Company, Bentley, Prince Street, Interface Americas,
Inc., Interface Americas Services, Inc., Interface Specialty Resources,
Inc., Re:Source Americas Enterprises, Inc., Interface Interior Fabrics,
Inc., and Guilford of Maine, Inc.), the Secretary of State of
California (with respect to Bentley), the Secretary of State of Maine
(with respect to Interface Interior Fabrics, Inc., and Guilford of
Maine, Inc.), and the Secretary of State of Pennsylvania (with respect
to Quaker City International, Inc.), in each case showing no Liens
granted by any such Consolidated Companies other than (x) Liens
permitted by Section 9.02 of the Credit Agreement, and (y) Liens in
favor of the Collateral Agents;
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(r) Copies of all documents and instruments, including all
consents, authorizations and filings, required under any Requirement of
Law or by any material Contractual Obligation of Interface, Bentley,
Prince Street, Interface Interior Fabrics, Inc. (formerly Guilford of
Maine, Inc.), or any of the 1996 Reorganization Credit Parties, in
connection with the execution, delivery, performance, validity and
enforceability of the documents described in this Section 3, and such
consents, authorizations, filings and orders shall be in force and
effect and all applicable waiting periods shall have expired;
(s) Certified copies of the Intercompany Loan Documents;
(t) Acknowledgments from each of X. Xxxxxxxxx Xxxxxx, Xx. and
Xxxxxxxxxx & Cody as to their appointment as agent for service of
process for the various 1996 Reorganization Credit Parties; and
(u) The favorable opinion of Xxxxxxxxxx & Xxxx, United States
counsel to Interface, Bentley, Prince Street, Interface Interior
Fabrics, Inc. (formerly Guilford of Maine, Inc.), and the 1996
Reorganization Credit Parties, substantially in the form of Exhibit CC
attached to this Fifth Amendment.
In addition to the foregoing, all corporate proceedings, and all other legal
matters in connection with the authorization, legality, validity, and
enforceability of the documents described in this Section 3, shall have been
reasonably satisfactory in form and substance to the Co-Agents.
4. AMENDMENT TO SECTION 9.03 ("MERGERS, ACQUISITIONS, SALES, ETC."). Section
9.03 of the Credit Agreement is hereby amended by deleting the word "or"
immediately preceding clause (vi) of Section 9.03 and inserting the word "or"
and an additional clause (vii) immediately following clause (vi) of Section 9.3
as follows:
(vii) The 1996 Reorganization Transactions;
5. WRITTEN CONSENT OF CO-AGENTS. Each of the Co-Agents, acting pursuant to the
provisions of Sections 9.08 and 9.13 of the Credit Agreement, hereby consents to
the actions to be taken with respect to the Intercompany Loans as expressly
provided in the 1996 Reorganization Transactions, notwithstanding any
restrictions or limitations otherwise applicable to such actions pursuant to
Sections 9.08 and 9.13 of the Credit Agreement.
6. AMENDMENT TO SCHEDULE 7.01 ("ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES").
Schedule 7.01 to the Credit Agreement is hereby amended by deleting said
Schedule 7.01 in its entirety and substituting in lieu thereof the Schedule 7.01
attached to this Fifth Amendment.
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7. AMENDMENT TO SCHEDULE 7.20 ("INTERCOMPANY LOANS"). Schedule 7.20 to
the Credit Agreement is hereby amended by deleting said Schedule 7.20 in its
entirety and substituting in lieu thereof the Schedule 7.20 attached to this
Fifth Amendment.
8. ADDITIONAL EXHIBITS. The Credit Agreement is hereby amended by adding
to the Credit Agreement the following exhibits attached to this Fifth Amendment
and made a part of the Credit Agreement by this reference: Exhibit D-3 (Form of
Fourth Supplement to Subsidiary Guaranty Agreement from 1996 Reorganization
Credit Parties), Exhibit I-2 (Form of Supplement No. 4 to the Contribution
Agreement from 1996 Reorganization Credit Parties), Exhibit E-7 (Form of Pledge
and Security Agreement from Interface), Exhibit E-8 (Form of Pledge and Security
Agreement from Bentley), Exhibit E-9 (Form of Pledge and Security Agreement from
Prince Street), Exhibit E-10 (Form of Pledge and Security Agreement from
Re:Source Americas Enterprises, Inc.), Exhibit E-11 (Form of Assumption,
Amendment and Restatement of Pledge and Security Agreement from Interface
Holding Company), Exhibit E-12 (Form of Assumption, Amendment and Restatement of
Pledge and Security Agreement from Interface Interior Fabrics, Inc.), Exhibit
E-13 (Form of Assumption, Amendment and Restatement of Pledge and Security
Agreement from Interface Americas, Inc.), Exhibit E-14 (Form of Pledge and
Security Agreement from Interface Americas Services, Inc.), Exhibit E-15 (Form
of Assumption, Amendment and Restatement of Pledge and Security Agreement from
Interface Specialty Resources, Inc.), Exhibit E-16 (Form of Pledge and Security
Agreement from Quaker City International, Inc.), and Exhibit CC (Form of Opinion
of Xxxxxxxxxx & Xxxx).
9. REPRESENTATIONS AND WARRANTIES. Each of Interface (as to itself and
all other Consolidated Companies) and each of the other Borrowers (as to itself
and all of its Subsidiaries) represents and warrants to the Lenders as follows:
(a) All representations and warranties set forth in the Credit
Agreement are 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 (except that the representation and warranty set forth in Section 7.19 of
the Credit Agreement shall not be deemed to relate to any time subsequent to the
date of the initial Loans under the Credit Agreement);
(b) No Default or Event of Default has occurred and is continuing on
the date hereof;
(c) Since the date of the most recent financial statements of the
Consolidated Companies submitted to the Lenders pursuant to Section 8.07(b),
there has been no change which has had or
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could reasonably be expected to have a Materially Adverse Effect (whether or not
any notice with respect to such change has otherwise been furnished to the
Lenders pursuant to Section 8.07);
(d) Each of the Borrowers has the corporate power and authority to
make, deliver and perform this Fifth Amendment and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Fifth Amendment. 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 any Borrower, or the
validity or enforceability against any Borrower, of this Fifth Amendment, other
than such consents, authorizations or filings which have been made or obtained
(including without limitation, any necessary consultations with any Borrower's
supervisory board, works council ("Ondernemingsraad") or similar body); and
(e) This Fifth Amendment has been duly executed and delivered by each
of the Borrowers and this Fifth Amendment constitutes the legal, valid and
binding obligations of the Borrowers, respectively, enforceable against the
Borrowers 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.
10. EFFECTIVENESS OF FIFTH AMENDMENT. This Fifth Amendment shall become
effective upon (i) the execution and delivery to the Domestic Agent of
counterparts hereof (whether originals or facsimile transmissions thereof) on
behalf of each of the Borrowers, the Co-Agents, and the Lenders, (ii) the
execution and delivery to the Domestic Agent of the documents described in
Section 3 of this Third Amendment, and (iii) the execution and delivery to the
Domestic Agent of a certificate from an officer of Interface confirming to the
Lenders and the Co-Agents that (x) each of the 1996 Reorganization Transactions
has been consummated consistent with the description thereof as set forth in
Schedule 1.01 attached to this Fifth Amendment, and (y) after giving effect to
the 1996 Reorganization Transactions and this Fifth Amendment, no Default or
Event of Default has occurred and is continuing, and the representations and
warranties set forth in Section 9 are true and correct as of such date.
11. REFERENCES TO CREDIT AGREEMENT. On and after the date this Fifth
Amendment becomes effective as provided in Section 10 above, each and every
reference in the Credit Documents to the Credit Agreement shall be deemed to
refer to and mean the Credit Agreement as amended by this Fifth Amendment and as
the same may be further amended, restated or supplemented from time to time. The
parties further confirm and agree that (i) except as expressly amended herein,
the Credit 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.
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12. COUNTERPARTS. This Fifth 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.
13. MISCELLANEOUS. This Fifth 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 Fifth 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.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment
to be duly executed and delivered in Atlanta, Georgia, by their duly authorized
officers as of the day and year first above written.
INTERFACE, INC.
By: /s/ XXXXXX X. XXXXXXX
---------------------------
Xxxxxx X. Xxxxxxx
Vice President
INTERFACE SCHERPENZEEL,
B.V.
By: /s/ XXXXXX X. XXXXXXX
---------------------------
Xxxxxx X. Xxxxxxx
Attorney-in-Fact
INTERFACE EUROPE LIMITED
By: /s/ XXXXXX X. XXXXXXX
--------------------------
Xxxxxx X. Xxxxxxx
Attorney-in-Fact
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SUNTRUST BANK, ATLANTA
(FORMERLY TRUST COMPANY BANK),
AS DOMESTIC AGENT AND
COLLATERAL AGENT
By: /s/
---------------------------
Name:
Title:
By: /s/
---------------------------
Name:
Title:
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THE FIRST NATIONAL BANK
OF CHICAGO, AS
MULTICURRENCY AGENT
By: /s/
---------------------------
Name:
Title:
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Address for Notices: SUNTRUST BANK, ATLANTA
(FORMERLY TRUST COMPANY BANK)
Xxx Xxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxxx By: /s/
---------------------------
Name:
Title:
Telex No.: 542210
Answerback: TRUSCO INT ATL
By: /s/
---------------------------
Name:
Title:
Domestic Lending Office:
Xxx Xxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 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
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Address for Notices: THE FIRST XXXXXXXX XXXX
Xxxx Xxxxx 0000 XX XXXXXXX
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xx X. Xxxxxxx
By: /s/
--------------------------
Name:
Telex No.: 4330253 Title:
Answerback: FNBC UI
Telecopy No.: 312/732-3885
Administrative Office:
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx X. Xxxxxxx
Payment Offices:
(See Schedule 4.01)
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Address for Notices: ABN AMRO BANK N.V.
Xxxxx 0000, Xxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxx By: /s/
------------------------------
Name:
Telephone: 770/000-0000 Title:
Telecopy: 770/395-9188
Telex: 682 7258 By: /s/
------------------------------
Answerback: ABNBANKATL Name:
Title:
Domestic Lending Office:
ABN AMRO Bank N.V., Atlanta Agency
Xxxxx 0000, Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Eurocurrency Lending Office:
ABN AMRO Bank N.V., Atlanta Agency
Xxxxx 0000, Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
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Address for Notices: BANK SOUTH, A DIVISION OF
NATIONSBANK, N.A. (SOUTH)
000 Xxxxxxxxx Xxxxxx, 00xx Floor (SUCCESSOR BY XXXXXX XX XXXX XXXXX,
Xxxxxxx, XX 00000-0000 N.A.)
Attention: Xxxxxx Xxxxxx
Telephone: 404/000-0000 By: /s/
Telecopy: 404/607-6323 ------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
By: /s/
------------------------------
Name:
Title:
With a copy to:
c/o NationsBank, N.A.
000 Xxxxx Xxxxx Xxxxxx
Mail Code NC1-007-08-11
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Domestic Lending Office:
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000-0000
Eurodollar Lending Office:
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000-0000
-17-
18
Address for Notices: THE BANK OF TOKYO-MITSUBISHI,
LIMITED, ATLANTA AGENCY
0000 Xxxxxxx-Xxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000 By: /s/
------------------------------
Attn: Xxxx X. Xxxxxxx Name:
Title:
Telephone: 404/000-0000
Telecopy: 404/577-1155
Telex No.: 6827300
Answerback: 6827300BOT ATL
Domestic Lending Office:
0000 Xxxxxxx-Xxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Eurodollar Lending Office:
0000 Xxxxxxx-Xxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
-18-
19
Address for Notices: CIBC, INC.
Canadian Imperial Bank of
Commerce
Two Paces West By: /s/
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000 ------------------------------
Xxxxxxx, Xxxxxxx 00000 Name:
Attn: Xxxxxxx X. Xxxxxxxxx Title:
Vice President
Telephone: 404/000-0000
Telecopy: 404/319-4950
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
-19-
20
Address for Notices: CREDITANSTALT-BANKVEREIN
Xxx Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx By: /s/
------------------------------
Name:
Telephone: 770/000-0000 Title:
Telecopy: 770/389-1851
By: /s/
------------------------------
Name:
Title:
Domestic Lending Office:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Eurodollar Lending Office:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
-20-
21
Address for Notices: CREDIT LYONNAIS NEW YORK BRANCH
Credit Lyonnais Atlanta Agency
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000 By: /s/
Xxxxxxx, XX 00000 ------------------------------
Attn: Xxxxx Xxxxxx Name:
Title:
Telephone: 404/000-0000
Telecopy: 404/584-5249 CREDIT LYONNAIS ATLANTA AGENCY
By: /s/
------------------------------
Name:
Title:
Domestic Lending Office:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
and/or
Credit Lyonnais Atlanta Agency
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, XX 00000
Eurodollar Lending Office:
Credit Lyonnais Atlanta Agency
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, XX 00000
and/or
Credit Lyonnais New York Branch
1301 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
-21-
22
Address for Notices: THE SUMITOMO BANK, LIMITED
(ASSIGNEE OF THE DAIWA BANK, LIMITED)
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000 By: /s/
Attn: Operations Manager ------------------------------
Name:
Title:
Telephone: 312/000-0000
Telecopy: 312/876-1995
By: /s/
------------------------------
Name:
Title:
Domestic Lending Office:
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Eurodollar Lending Office:
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
-22-
23
Address for Notices: FIRST UNION NATIONAL
BANK OF GEORGIA
000 Xxxxxxxxx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxx By: /s/
------------------------------
Name:
Title:
Telephone: 404/000-0000
Telecopy: 404/827-7199
Domestic Lending Office:
000 Xxxxxxxxx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Eurodollar Lending Office:
000 Xxxxxxxxx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
-23-
24
Address for Notices: FLEET BANK OF MAINE
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxxxxxxx By: /s/
------------------------------
Name:
Title:
Telephone: 207/000-0000 or 6180
Telecopy: 207/941-6023
Domestic Lending Office:
000 Xxxxxxxx Xx., X.X. Xxx 0000
Xxxxxxxx, Xxxxx 00000-0000
Eurodollar Lending Office:
000 Xxxxxxxx Xx., X.X. Xxx 0000
Xxxxxxxx, Xxxxx 00000-0000
-24-
25
Address for Notices: NATIONSBANK, N.A.
(FORMERLY KNOWN AS NATIONSBANK, N.A.
(CAROLINAS) AND NATIONSBANK OF NORTH
000 Xxxxx Xxxxx Xxxxxx XXXXXXXX, N.A.)
Mail Code NC1-007-08-11
Xxxxxxxxx, XX 00000 By: /s/
------------------------------
Attention: Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Vice President
Telephone: 704/000-0000
Telecopy: 704/386-1270
Domestic Lending Office:
One Independence Center
000 Xxxxx Xxxxx Xxxxxx
Mail Code NC1-001-15-03
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Eurocurrency Lending Office:
One Independence Center
000 Xxxxx Xxxxx Xxxxxx
Mail Code NC1-001-15-03
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
-25-
26
Address for Notices: PNC BANK, N.A.
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Xx. By: /s/
------------------------------
Name:
Title:
Telephone: 412/000-0000
Telecopy: 412/762-6484
Domestic Lending Office:
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Eurodollar Lending Office:
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
-26-
27
Address for Notices: WACHOVIA BANK OF GEORGIA, N.A.
000 Xxxxxxxxx Xxxxxx, X.X.
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx By: /s/
------------------------------
Name:
Title:
By: /s/
------------------------------
Name:
Telecopy: 404/332-1382 Title:
Telex: 404/332-6920
Answerback: FNBAINTL
Domestic Lending Office:
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Eurocurrency Lending Office:
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
-27-
