SEVENTH AMENDMENT TO
REVOLVING CREDIT LOAN AGREEMENT
THIS SEVENTH AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
dated as of August 5, 1997 (the "Seventh Amendment") by and among
INTERFACE FLOORING SYSTEMS, INC., a corporation organized and
existing under the laws of the State of Georgia (the "Borrower"),
INTERFACE, INC., a corporation organized and existing under the
laws of the State of Georgia ("Interface"), and SUNTRUST BANK,
ATLANTA (formerly Trust Company Bank), a Georgia banking
corporation (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank are parties to, and
Interface executed, for the purpose of acknowledging certain
terms thereof, that certain Revolving Credit Loan Agreement dated
as of August 5, 1991, as amended by that certain First Amendment
to Revolving Credit Loan Agreement dated as of June 30, 1992, by
that certain Second Amendment to Revolving Credit Loan Agreement
dated as of August 5, 1993, by that certain Third Amendment to
Revolving Credit Loan Agreement dated as of June 15, 1994, and by
that certain Fourth Amendment to Revolving Credit Loan Agreement
dated as of August 5, 1994, with Interface having joined as a
party to the Revolving Credit Loan Agreement pursuant to that
certain Joinder Agreement and Fifth Amendment to Revolving Credit
Loan Agreement dated as of June 30, 1995, and by that certain
Sixth Amendment to Revolving Credit Loan Agreement dated as of
August 5, 1996 (as amended, the "Loan Agreement"; all terms used
herein without definition shall have the meanings set forth in
the Loan Agreement); and
WHEREAS, the Borrower and Interface have requested the Loan
Agreement be amended to extend the Commitment thereunder for an
additional year, and the Bank has agreed to such amendment,
subject to the terms and conditions of this Seventh Amendment;
NOW, THEREFORE, for and in consideration of the sum of Ten
Dollars ($10.00) paid in hand and for further good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound,
agree as follows:
1. DEFINED TERMS. Except as otherwise expressly defined herein,
capitalized terms used in this Seventh Amendment that are
defined in the Loan Agreement are used herein with the respective
meanings specified for such capitalized terms in the Loan
Agreement.
2. AMENDMENT TO SECTION 1.01 ("DEFINITIONS").
Section 1.01 of the Loan Agreement is hereby amended as
follows:
(a) by deleting the defined term "1995 Credit Agreement"
and accompanying definition in its entirety and substituting in
lieu thereof the defined term "1997 Credit Agreement" and
accompanying definition as follows:
"1997 Credit Agreement" shall mean that certain Second
Amended and Restated Credit Agreement dated as of June 25,
1997, among Interface, Interface Europe B.V., Interface
Europe Limited, SunTrust Bank, Atlanta, as Domestic Agent
and Collateral Agent, The First National Bank of Chicago, as
Multicurrency Agent, and the Lenders listed on the signature
pages thereof and each other bank or lending institution
that has become a Lender thereunder.
(b) by deleting the definition of "Maturity Date" in its
entirety and substituting in lieu thereof the following
definition:
"Maturity Date" shall mean August 5, 1998, or such
later date as the Bank and the Primary Credit Party may
hereafter agree in writing to be the "Maturity Date" for
purposes of the Loan Agreement.
3. REFERENCES TO 1995 CREDIT AGREEMENT.
Each and every reference in the Loan Agreement to the "1995
Credit Agreement" shall hereafter be deemed to refer to and mean
the "1997 Credit Agreement" as defined in this Seventh Amendment.
4. MISCELLANEOUS.
(a) This Seventh Amendment shall be effective upon the
receipt of the Bank of a duly executed counterpart of this
Seventh Amendment in its office in Atlanta, Georgia. Upon such
receipt each and every reference in the Loan Documents to the
Loan Agreement shall mean the Loan Agreement as amended by this
Seventh Amendment, and each and every reference in the Loan
Documents to the "Maturity Date" shall mean the Maturity Date as
defined in this Seventh Amendment. Except as expressly provided
in this Seventh Amendment, the execution and delivery of this
Seventh Amendment does not and will not amend, modify or
supplement any provision of, or constitute a consent to or waiver
of the noncompliance with the provisions of, the Loan Agreement
and, except as specifically provided in this Seventh Amendment,
the Loan Agreement shall remain in force and effect in accordance
with its terms.
(b) This Seventh Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
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(c) This Seventh Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia
without regard to the conflict of laws principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Seventh Amendment to be executed and delivered by their duly
authorized officers as of the day and year first above written.
INTERFACE FLOORING SYSTEMS, INC.
By: /s/ Daniel T. Hendrix
Name: Daniel T. Hendrix
Title: Sr. Vice President
Attest: /s/ Raymond S. Willoch
Name: Raymond S. Willoch
Title: Vice President & Secretary
INTERFACE, INC.
By: /s/ Daniel T. Hendrix
Name: Daniel T. Hendrix
Title: Sr. Vice President
Attest: /s/ Raymond S. Willoch
Name: Raymond S. Willoch
Title: Vice President & Secretary
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SUNTRUST BANK, ATLANTA
(Formerly Trust Company Bank)
By: /s/ Thomas R. Banks
Name: Thomas R. Banks
Title: Assistant Vice President
By: /s/ R.B. King
Name: Raymond B. King
Title: Vice President
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THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE TERMS
OF THE FOREGOING SEVENTH AMENDMENT AND HEREBY RATIFY AND CONFIRM
THAT THE GUARANTY AGREEMENT REMAINS IN FULL FORCE AND EFFECT AS
OF THIS 5th DAY OF AUGUST, 1997:
INTERFACE EUROPE, INC., formerly
Interface International, Inc.
By: /s/ Daniel T. Hendrix
Title: Senior Vice President
ROCKLAND REACT-RITE, INC.
By: /s/ Daniel T. Hendrix
Title: Senior Vice President
INTERFACE RESEARCH CORPORATION
By: /s/ Daniel T. Hendrix
Title: Serior Vice President
PANDEL, INC.
By: /s/ Daniel T. Hendrix
Title: Senior Vice President