EXHIBIT 99.1
FIRST AMENDMENT TO CREDIT AGREEMENT
AND LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND LETTER OF CREDIT AGREEMENT
(this "Amendment") is made and entered into as of this 12th day of December,
2002 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 (collectively, the "Borrowers"), INTERFACE
FLOORING SYSTEMS, INC., a Georgia corporation, INTERFACE FABRICS GROUP, INC., a
Delaware corporation, INTERFACE ARCHITECTURAL RESOURCES, INC., a Michigan
corporation (collectively, with the Borrowers, the "L/C Account Parties"), the
parties listed on the signature pages hereto as "Guarantors" (the "Guarantors"),
the banks and lending institutions party to the Credit Agreement referred to
below (the "Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as
First Union National Bank), a national banking association, in its capacity as
letter of credit issuer as provided in the Letter of Credit Agreement referred
to below (the "L/C Issuer"), as domestic agent for the Lenders (the "Domestic
Agent") and as multicurrency agent for the Lenders (the "Multicurrency Agent"
and, together with the Domestic Agent, the "Co-Agents"), SUNTRUST BANK, in its
capacity as existing letter of credit issuer as provided in the Letter of Credit
Agreement referred to below (the "Existing L/C Issuer") and as collateral agent
for the Co-Agents and Lenders (the "Collateral Agent"), and CITICORP NORTH
AMERICA, INC., in its capacity as syndication agent for the Co-Agents and
Lenders (the "Syndication Agent").
Statement of Purpose
The Lenders have extended certain credit facilities to the Borrowers
and the L/C Account Parties pursuant to (i) the Fourth Amended and Restated
Credit Agreement dated as of January 17, 2002, by and among the Borrowers, the
Lenders, the Co-Agents, the Collateral Agent and the Syndication Agent (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement") and (ii) the Fourth Amended and Restated Letter of Credit
Agreement dated as of January 17, 2002, by and among the L/C Account Parties,
the Lenders, the L/C Issuer, the Existing L/C Issuer, the Co-Agents and the
Collateral Agent (as amended, restated, supplemented or otherwise modified from
time to time, the "Letter of Credit Agreement").
The parties now desire to amend certain provisions of the Credit
Agreement and the Letter of Credit Agreement in certain respects subject to the
terms and conditions set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized Terms. All capitalized undefined terms used in
this Amendment shall have the meanings assigned thereto in the Credit Agreement
or the Letter of Credit Agreement, as applicable.
2. Amendments to Credit Agreement.
(a) Amendment to Section 1.01. Section 1.01 of the Credit
Agreement (Definitions) is hereby amended by:
(i) deleting the phrase "Fifteen Million Dollars
($15,000,000)" in the definition of "Domestic L/C Subcommitment" and
substituting in its place the phrase "Twenty Million Dollars ($20,000,000)."
(ii) deleting the grid in the definition of
"Applicable Commitment Fee Rate" and substituting in its place the following:
Applicable Commitment
Level Funded Debt Coverage Ratio Fee Rate
- -------- ----------------------------------------------------------------- ---------------------
I Greater than or equal to 6.00 to 1.00 0.750%
II Greater than or equal to 5.50 to 1.00 but less than 6.00 to 1.00 0.625%
III Greater than or equal to 4.75 to 1.00 but less than 5.50 to 1.00 0.500%
IV Greater than or equal to 4.00 to 1.00 but less than 4.75 to 1.00 0.500%
V Greater than or equal to 3.25 to 1.00 but less than 4.00 to 1.00 0.500%
VI Greater than or equal to 2.50 to 1.00 but less than 3.25 to 1.00 0.500%
VII Less than 2.50 to 1.00 0.375%
(iii) deleting the grid in the definition of
"Applicable Margin" and substituting in its place the following:
Applicable Margin for Applicable Margin for
Level Funded Debt Coverage Ratio LIBOR Advances Base Rate Advances
- -------- ---------------------------------------------------------------- --------------------- ---------------------
I Greater than or equal to 6.00 to 1.00 3.50% 1.50%
II Greater than or equal to 5.50 to 1.00 but less than 6.00 to 1.00 3.00% 1.25%
III Greater than or equal to 4.75 to 1.00 but less than 5.50 to 1.00 2.75% 1.00%
IV Greater than or equal to 4.00 to 1.00 but less than 4.75 to 1.00 2.50% 0.75%
V Greater than or equal to 3.25 to 1.00 but less than 4.00 to 1.00 2.25% 0.50%
VI Greater than or equal to 2.50 to 1.00 but less than 3.25 to 1.00 2.00% 0.25%
VII Less than 2.50 to 1.00 1.75% 0.00%
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(iv) adding the following new defined terms in
appropriate alphabetical order:
"`Consolidated Cash Interest Expense' shall mean, for any
fiscal period of Interface, the sum of all payments of Consolidated
Interest Expense that are paid in cash during such period."
`Consolidated Cash Tax Expense' shall mean, for any fiscal
period of Interface, the sum of all federal, state or local income
taxes paid in cash by the Consolidated Companies during such period
(without adjustment for tax refunds received during such period).
`Consolidated Restricted Payments' shall mean, for any fiscal
period of Interface, the sum of (a) all payments (other than regularly
scheduled payments of principal and interest) made by the Consolidated
Companies with respect to the Senior Subordinated Notes and Senior
Notes during such period, plus (b) any purchases of Capital Stock of
Interface by any Consolidated Company during such period, plus (c)
dividends made by the Consolidated Companies in respect of the Capital
Stock of such Consolidated Company during such period (excluding
dividends made in such Capital Stock and dividends paid to Interface or
any Subsidiary of Interface).
`Fixed Charge Coverage Ratio' shall mean the ratio of
Consolidated EBITDA to Total Fixed Charges.
`Total Fixed Charges' shall mean, for any fiscal period of
Interface, the sum of (a) Consolidated Cash Interest Expense plus (b)
Consolidated Cash Tax Expense plus (c) Capital Expenditures plus (d)
Consolidated Restricted Payments."
(v) amending and restating the defined terms
"Borrowing Base", "Consolidated EBITDA" and "Consolidated Net Income (Loss)" as
follows:
"`Borrowing Base' shall mean, as of any date of determination,
an amount equal to the sum of (a) twenty percent (20%) of the face
amount of Eligible Domestic Accounts, plus (b) fifty percent (50%) of
the net book value of Eligible Domestic Inventory, plus (c) fifteen
percent (15%) of the net book value of Eligible Domestic PP&E, in each
case as set forth in the most recent Borrowing
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Base Certificate delivered to the Lender in accordance with the terms
of Section 7.07(d).
`Consolidated EBITDA' shall mean, for any fiscal period of
Interface, an amount equal to (i) the sum for such fiscal period of
Consolidated Net Income (Loss) plus, to the extent subtracted in
determining such Consolidated Net Income (Loss) for such period, (A)
provisions for taxes based on income (or minus tax benefits in respect
of such taxes as reflected in the financial statements for such fiscal
period), (B) Consolidated Interest Expense, (C) amortization of
goodwill and deferred financing costs and (D) depreciation expense in
conformity with GAAP, minus (ii) any non-recurring gains (or plus any
non-recurring losses; provided that, for purposes of calculating
Consolidated EBITDA, cash non-recurring losses shall not exceed
$10,000,000 in the aggregate during any consecutive four fiscal quarter
period) for such period and minus (iii) the gain (or plus the loss) for
such period attributable to the sale of any assets outside the ordinary
course of business.
`Consolidated Net Income (Loss)' shall mean, for any fiscal
period of Interface, the sum of: (A) net income (or loss) of the
Consolidated Companies on a consolidated basis for such period (taken
as a single accounting period) determined in conformity with GAAP, but
excluding therefrom (to the extent otherwise included therein) (i) any
gains or losses, together with any related provision for taxes,
realized upon any sale of assets other than in the ordinary course of
business, (ii) any income or loss of any Acquired Entity accrued prior
to the date of the acquisition thereof, and (iii) the income of any
Consolidated Company to the extent that the declaration or payment of
dividends or similar distributions by such Consolidated Company of that
income is not at the time permitted by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation, plus (B) solely with respect to the
calculation in Section 8.04(iv) hereof, the effects of goodwill
adjustments under FASB-142, to the extent deducted in the determination
of Consolidated Net Income (Loss), in an aggregate amount not to exceed
$55,380,000."
(b) Amendment to Section 7.07(d). Section 7.07(d) of the
Credit Agreement (Borrowing Base Certificate) is hereby amended by deleting the
words "fiscal quarter" in the second line thereof and replacing such words with
the words "calendar month".
(c) Amendment to Section 7.09(a). Section 7.09 of the
Credit Agreement (Financial Covenants) is hereby amended by:
(i) deleting clause (a) (Interest Coverage) in
its entirety and substituting in its place the following:
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"(a) Interest Coverage. Maintain as of the last day of
each fiscal quarter, calculated with respect to the immediately
preceding four fiscal quarters, an Interest Coverage Ratio of not less
than the corresponding ratio set forth below:
Period Ratio
------ -----
October 1, 2002 through
March 31, 2003 1.55 to 1.00
April 1, 2003 through
June 30, 2003 1.60 to 1.00
July 1, 2003 through
September 30, 2003 1.80 to 1.00
Thereafter 2.00 to 1.00"
(ii) adding a new clause (d) (Fixed Charge
Coverage Ratio) as follows:
"(d) Fixed Charge Coverage Ratio. Maintain as of the last
day of each fiscal quarter, beginning with the fiscal quarter ended
December 29, 2002, calculated with respect to the immediately preceding
four fiscal quarters, a Fixed Charge Coverage Ratio of not less than
1.10 to 1.00."
(d) Amendment to Section 8.01(h). Section 8.01 of the
Credit Agreement (Indebtedness) is hereby amended by deleting clause (h) in its
entirety and substituting in its place the following:
"(h) the Intercompany Loans described on Schedule 6.18 and
any other loans between Consolidated Companies; provided that:
(i) each loan or other extension of credit made
by Interface or a Guarantor to another Consolidated Company that is not
a Guarantor hereunder shall be made payable on demand and shall not be
subordinated to other obligations of such Consolidated Company and all
such loans and extensions of credit shall not exceed $35,000,000 in the
aggregate at any one time outstanding (excluding (A) Intercompany Loans
listed on Schedule 6.18, (B) the Intercompany Loans made pursuant to
clause (i) of the definition of European Intercompany Loans and
Investments to the extent that the European Intercompany Loans and
Investments are made pursuant to the terms of the definition thereof
and (C) other Intercompany Loans made for the purpose of and used
reasonably concurrently for acquisitions permitted by Section 8.03)
unless otherwise agreed in writing by the Required Lenders;
(ii) each loan or other extension of credit made
to Interface or a Guarantor by another Consolidated Company that is not
Interface or a Guarantor
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hereunder shall be made on a subordinated basis consistent with the
subordinated Intercompany Loans in existence on the date of this
Agreement and no portion of the principal amount thereof shall be
payable prior to the Maturity Date; and
(iii) no such loans or other extensions of credit
may be made at any time that a Default or Event of Default has occurred
and is continuing or would exist as a result of such loan or other
extension of credit;"
(e) Amendment to Section 8.04. Section 8.04 of the Credit
Agreement (Payments or Refinancings in Respect of Subordinated Debt or Equity
Securities; Dividends and Other Distributions) is hereby amended by:
(i) adding the follow parenthetical after the
term "Consolidated Net Income of Interface" in clause (iv)(B) thereof:
"(provided that, for purposes of this Section 8.04(iv),
Interface shall be permitted to add back to Consolidated Net Income the
approximately $55,380,000 negative adjustment taken by Interface due to the
effects of goodwill adjustments under FASB-142)"
(ii) adding an additional clause (vi) thereto as
follows:
"(vi) repurchases of the common stock of Interface from its
employees, in connection with awards, the vesting of awards or the
exercise of awards under its stock incentive plan(s), in an aggregate
amount not to exceed $500,000 in any fiscal year (provided, however,
that if the actual aggregate amount of such repurchases of the common
stock made during any such fiscal year (the "Repurchase Amount") is
less than $500,000 (the "Repurchase Limit"), then the applicable limit
for the immediately succeeding fiscal year shall be increased by an
amount equal to the difference between the Repurchase Limit and the
Repurchase Amount)."
(f) Amendment to Section 8.05. Section 8.05 of the Credit
Agreement (Investments, Loans, Etc.) is hereby amended by deleting clauses (a)
and (c) in their entirety and substituting in their place the following:
"(a) Investments (including Investments in the form of
Intercompany Loans permitted pursuant to Section 8.01(h)) in
Subsidiaries that are Guarantors under this Agreement and Investments
by Interface in Interface SPC in the form of the Receivables
Subordinated Notes;
* * *
(c) (i) Investments (including Investments in the
form of Intercompany Loans permitted pursuant to Section 8.01(h)) in
Subsidiaries that are not Guarantors hereunder which exist as of the
Closing Date; and
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(ii) Investments (including Investments in the
form of Intercompany Loans permitted pursuant to Section 8.01(h)) in
Subsidiaries that are not Guarantors hereunder which are made after the
Closing Date; provided that
(A) (1) all such Investments (including
Investments in the form of Intercompany Loans permitted
pursuant to Section 8.01(h)) made pursuant to this subsection
(c)(ii) shall not exceed $35,000,000 in the aggregate at any
one time outstanding (excluding (I) Investments in the form of
Intercompany Loans listed on Schedule 6.18, (II) Investments
in the form of Intercompany Loans made pursuant to clause (i)
of the definition of European Intercompany Loans and
Investments to the extent that the European Intercompany Loans
and Investments are made pursuant to the terms of the
definition thereof, (III) Investments in the form of
Intercompany Loans made for the purpose of and used reasonably
concurrently for acquisitions permitted by Section 8.03 and
(IV) Investments in Subsidiaries made pursuant to clauses (ii)
and (iii) of the definition of European Intercompany Loans and
Investments to the extent that the European Intercompany Loans
and Investments are made pursuant to the terms of the
definition thereof) unless otherwise consented to in writing
by the Required Lenders; and
(2) all such Investments
(other than Investments in the form of Intercompany Loans)
made pursuant to this subsection (c)(ii) shall not exceed
$25,000,000 in the aggregate at any one time outstanding
(excluding Investments in Subsidiaries made pursuant to
clauses (ii) and (iii) of the definition of European
Intercompany Loans and Investments to the extent that the
European Intercompany Loans and Investments are made pursuant
to the terms of the definition thereof) unless otherwise
consented to in writing by the Required Lenders;
(B) no Investment made pursuant to this
subsection (c)(ii) may be made at any time that a Default or
Event of Default has occurred and is continuing or would exist
as a result of such Investment; and
(C) all such Investments made pursuant
to this subsection (c)(ii) (other than (1) Investments in the
form of Intercompany Loans permitted pursuant to Section
8.01(h)), (2) the European Intercompany Loans and Investments
and (3) Investments made for the purpose of and used
reasonably concurrently for acquisitions permitted by Section
8.03) shall be made solely to achieve greater tax efficiencies
of the Consolidated Companies;"
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(g) Amendment to Exhibit I. Exhibit I to the Credit
Agreement (Borrowing Base Certificate) is hereby amended by deleting such
exhibit in its entirety and substituting in its place Exhibit I hereto.
3. Amendments to Letter of Credit Agreement.
(a) Amendment to Statement of Purpose. Paragraph B of the
Statement of Purpose of the Letter of Credit Agreement is hereby amended by
deleting the amount "$15,000,000" and substituting in its place the amount
"$20,000,000."
(b) Amendment to Section 1.1. Section 1.1 of the Letter
of Credit Agreement (Certain Definitions) is hereby amended by deleting the
phrase "Fifteen Million Dollars ($15,000,000)" in the definition of "Domestic
L/C Subcommitment" and substituting in its place the phrase "Twenty Million
Dollars ($20,000,000)."
4. Effectiveness. This Amendment shall become effective on the
date that each of the following conditions has been satisfied:
(a) Amendment Documents. The Co-Agents shall have
received this Amendment executed by each of the Co-Agents, each of the Lenders,
the L/C Issuer, the Existing L/C Issuer and the Borrowers.
(b) Fee Letter. The Co-Agents shall have received an
executed copy of the Fee Letter between the Co-Agents and the Borrowers and all
fees under the Fee Letter shall have been paid.
(c) Other Fees and Expenses. The Co-Agents shall have
been reimbursed for all fees and out of pocket charges and other expenses
incurred in connection with this Amendment (including, without limitation, the
costs and expenses referred to in Section 8 hereof, the Credit Agreement and the
Letter of Credit Agreement) and the transactions contemplated thereby.
(d) Field Exam. The Domestic Agent shall have received
the results of a field exam conducted by Interface (at its sole expense) on the
Eligible Domestic Accounts and Eligible Domestic Inventory of the Borrowers, in
form and substance satisfactory to the Domestic Agent in its sole discretion.
(e) Other Documents. The Co-Agents shall have received
any other documents, certificates or instruments reasonably requested thereby in
connection with the execution of this Amendment.
5. Effect of the Amendment. Except as expressly modified hereby,
the Credit Agreement, the Letter of Credit Agreement and the other Credit
Documents shall be and remain in full force and effect. This Amendment shall not
be deemed (a) to be a waiver of, or consent to, a modification or amendment of,
any other term or condition of the Credit Agreement, the Letter of Credit
Agreement or any other Credit Document or (b) to prejudice any other right or
rights which
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the Domestic Agent, the Multicurrency Agent, the Collateral Agent, the
Syndication Agent, the L/C Issuer, the Existing L/C Issuer or the Lenders may
now have or may have in the future under or in connection with the Credit
Agreement, the Letter of Credit Agreement or the other Credit Documents or any
of the instruments or agreements referred to therein, as the same may be amended
or modified from time to time.
6. Representations and Warranties/No Default.
(a) By their execution hereof, the Borrowers hereby
certify that each of the representations and warranties set forth in the Credit
Agreement, the Letter of Credit Agreement and the other Credit Documents is true
and correct as of the date hereof as if fully set forth herein (except to the
extent that such representations and warranties relate to a specific date, in
which case such representations and warranties shall be true and correct as of
such specific date) and no Default or Event of Default has occurred and is
continuing as of the date hereof.
(b) By their execution hereof, the Borrowers represent
and warrant that as of the date hereof there are no claims or offsets against or
defenses or counterclaims to any of the obligations of any Borrower or any
Guarantor under the Credit Agreement, the Letter of Credit Agreement or any
other Credit Document.
(c) By their execution hereof, the Borrowers hereby
represent and warrant that each Borrower and each Guarantor has the right, power
and authority and has taken all necessary corporate and other action to
authorize the execution, delivery and performance of this Amendment and each
other document executed in connection herewith to which it is a party in
accordance with their respective terms. This Amendment and each other document
executed in connection herewith has been duly executed and delivered by the duly
authorized officers of each Borrower and each Guarantor, and each such document
constitutes the legal, valid and binding obligation of each Borrower and each
Guarantor, enforceable in accordance with its terms.
7. Acknowledgement by Guarantors. By their execution hereof, each
of the Guarantors hereby expressly (a) consents to the modifications and
amendments set forth in this Amendment, (b) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in the
Guaranty Agreements and the other Credit Documents to which it is a party and
(c) acknowledges, represents and agrees that its respective covenants,
representations, warranties and other obligations set forth in the Guaranty
Agreements and the other Credit Documents to which it is a party remain in full
force and effect.
8. Costs and Expenses. The Borrowers shall pay all reasonable
out-of-pocket costs and expenses of the Co-Agents in connection with the
preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel for the Co-Agents.
9. Governing Law. THIS 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.
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10. Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
11. Fax Transmission. A facsimile, telecopy or other reproduction
of this Amendment may be executed by one or more parties hereto, and an executed
copy of this Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.
[Signatures Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
BORROWERS AND L/C ACCOUNT PARTIES:
INTERFACE, INC., as Borrower and L/C Account
Party
By: /s/ Patrick C. Lynch
---------------------------------------------
Name: Patrick C. Lynch
Title: Vice President
INTERFACE EUROPE B.V.
INTERFACE EUROPE LTD.
each as Borrower and L/C Account Party
By: /s/ Daniel T. Hendrix
---------------------------------------------
Name: Daniel T. Hendrix
Title: Director
Interface Flooring Systems, Inc.
Interface Fabrics Group, Inc.
Interface Architectural Resources, Inc.
each as L/C Account Parties
By: /s/ Patrick C. Lynch
---------------------------------------------
Name: Patrick C. Lynch
Title: Vice President
[Signature Pages Continue]
GUARANTORS:
INTERFACE, INC.
BENTLEY MILLS, INC.
BENTLEY ROYALTY COMPANY
CHATHAM, INC.
CHATHAM MARKETING CO.
COMMERCIAL FLOORING SYSTEMS, INC.
FLOORING CONSULTANTS, INC.
GUILFORD OF MAINE, INC.
GUILFORD OF MAINE FINISHING SERVICES, INC.
GUILFORD OF MAINE MARKETING CO.
INTEK, INC.
INTEK MARKETING CO.
INTERFACE AMERICAS, INC.
INTERFACE AMERICAS HOLDINGS, INC.
INTERFACE AMERICAS RE:SOURCE TECHNOLOGIES, INC.
INTERFACE ARCHITECTURAL RESOURCES, INC.
INTERFACE FABRICS GROUP, INC.
INTERFACE FLOORING SYSTEMS, INC.
INTERFACE LICENSING COMPANY
INTERFACE OVERSEAS HOLDINGS, INC.
INTERFACE ROYALTY COMPANY
PANDEL, INC.
PRINCE STREET ROYALTY COMPANY
QUAKER CITY INTERNATIONAL, INC.
RE:SOURCE AMERICAS ENTERPRISES, INC.
RE:SOURCE MASSACHUSETTS FLOOR COVERING, INC.
RE:SOURCE NEW JERSEY, INC.
RE:SOURCE NEW YORK, INC.
RE:SOURCE WASHINGTON, D.C., INC.
SUPERIOR/REISER FLOORING RESOURCES, INC.
TOLTEC FABRICS, INC.
each as Guarantors
By: /s/ Patrick C. Lynch
---------------------------------------------
Name: Patrick C. Lynch
Title: Vice President
GUARANTORS (CONT.):
Interface Real Estate Holdings, LLC, as Guarantor
By: BENTLEY MILLS, INC., its sole member
By: /s/ Patrick C. Lynch
-----------------------------------------
Name: Patrick C. Lynch
Title: Vice President
[Signature Pages Continue]
AGENTS AND LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Domestic Agent, Multicurrency Agent, L/C
Issuer and Lender
By: /s/ George M. Scott
----------------------------------------
Name: George M. Scott
Title: Vice President
SUNTRUST BANK, as Collateral Agent, Existing L/C
Issuer and Lender
By: /s/ Ken Bauchle
---------------------------------------------
Name: Ken Bauchle
Title: Vice President
CITICORP NORTH AMERICA, INC., as Syndication
Agent and Lender
By: /s/ Mark Floyd
---------------------------------------------
Name: Mark Floyd
Title: Vice President
FLEET NATIONAL BANK, as Lender
By: /s/ Susan A. Robinson
---------------------------------------------
Name: Susan A. Robinson
Title: Vice President