EXHIBIT 10.3
FOURTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
This Fourth Amendment to Receivables Purchase Agreement (this "Amend
ment") is entered into as of August 6, 2001, by and among Interface
Securitization Corpora tion, a Delaware corporation ("Seller"), Interface, Inc.,
a Georgia corporation ("Interface"), 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 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. 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" in such exhibit in its entirety to read as
follows:
"Interface Credit Facilities" means that certain Third Amended
and Restated Credit Agreement, dated as of June 30, 1998 and amended by
Amendment No. 1 thereto, dated as of December 19, 2000, and further
amended by Amendment No. 2 thereto, dated as of August 8, 2001, and
without giving effect to any subsequent amendments, restatements or
other modifications thereof, by and among Interface, 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 Limited, a private company limited by
shares organized
and existing under the laws of England and Wales, each other "Foreign
Subsidiary" (as defined therein) that becomes a "Multicurrency
Borrower" (as defined therein), SunTrust Bank (formerly SunTrust Bank,
Atlanta), a banking corporation organized under the laws of the State
of Georgia, Bank One, NA (Main Office Chicago) (formerly The First
National Bank of Chicago), a national banking association, the other
banks and lending institutions listed on the signature pages thereof,
SunTrust Bank (formerly SunTrust Bank, Atlanta), in its capacity as
domestic agent, Bank One, NA (Main Office Chicago) (formerly The First
National Bank of Chicago), in its capacity as multicurrency agent, and
SunTrust Bank (formerly SunTrust Bank, Atlanta), in its capacity as
collateral agent.
2. Representations and Warranties. Each of the Seller Parties
represents and warrants, as of the date hereof, that both before and after
giving effect to this Amend ment:
(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 August 8, 2001, 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.
(b) Fee Letter. The Agent shall have received, on or
before the date hereof, an amended and restated Fee Letter, duly executed by the
parties thereto and in form and substance reasonably acceptable to the Agent.
(c) Officer's Certificates. The Agent shall have received
a certifi cate, in 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.
(d) Waivers and Amendments. The Agent shall have received
duly executed copies of (i) all consents from and authorizations by any Persons
and (ii) all waivers and amendments to existing credit facilities, that are
necessary in connection with this Amendment.
2
(e) Amendment Fee. The Agent shall have received payment
of a fully earned, non-refundable amendment fee equal to $65,000.
4. Effect of Amendments.
(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, as amended hereby, or
any other Transaction Document or of any other instrument or agreement referred
to therein, except as set forth herein, or (ii) prejudice any right or remedy
that each of the Purchasers 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 Transaction Document 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, as amended
hereby, and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Purchase Agreement, as amended hereby, 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) Each of the Seller Parties hereby jointly and
severally agrees to pay all reasonable costs, fees and expenses in connection
with the preparation, execution and delivery of this Amendment (including the
reasonable fees and expenses of counsel to the Agent and the Purchasers).
(d) This Amendment may be executed in any number of
counter parts, each such counterpart constituting an original and all of which
when taken together shall constitute one and the same instrument.
(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.
3
(f) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(SIGNATURE PAGE FOLLOWS)
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/ Daniel T. Hendrix
--------------------------------------
Name: Daniel T. Hendrix
Title: President, Treasurer and
Assistant Secretary
INTERFACE, INC.
By: /s/ Daniel T. Hendrix
--------------------------------------
Name: Daniel T. Hendrix
Title: President and CEO, Treasurer
and Assistant Secretary
JUPITER SECURITIZATION CORPORATION
By: /s/ Julie C. Benda
--------------------------------------
Name: Julie C. Benda
Title: Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO), as a
Financial Institution and as Agent
By: /s/ Julie C. Benda
--------------------------------------
Name: Julie C. Benda
Title: Vice President
EXHIBIT A
OFFICER'S CERTIFICATE
I,__________________, am the Secretary/Assistant Secretary of
____________, a _______ corporation (the "Applicable Party"). I execute and
deliver this Officer's Certifi cate, dated as of August 6, 2001, on behalf of
the Applicable Party pursuant to Section 3(c) of that certain Fourth Amendment
to Receivables Purchase Agreement (the "Amendment"), dated as of the date
hereof, by and among Interface Securitization Corporation, a Delaware
corporation, as Seller ("Seller"), Interface, Inc. ("Interface"), Jupiter
Securitization Corpora tion ("Company") and Bank One, NA (Main Office Chicago),
as Agent (the "Agent"), which Fourth 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 the Agent (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) 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:
--------------------------------------------------
Name:
Title: Secretary/Assistant Secretary of
------------