EXHIBIT 4.3
SUPPLEMENT NO. 2
TO
INDENTURE
THIS SUPPLEMENT NO. 2 TO INDENTURE (this "SUPPLEMENT"), dated as of
December 31, 2002, among Flooring Consultants, Inc., an Arizona corporation,
Interface Americas, Inc., a Georgia corporation, Interface Fabrics Group
Marketing, Inc., a Nevada corporation, Interface Fabrics Group South, Inc., a
North Carolina corporation, Interface Real Estate Holdings, LLC, a Georgia
limited liability company, Re:Source New Jersey, Inc., a New Jersey
corporation, Re:Source New York, Inc., a New York corporation, Re:Source
Washington, D.C., Inc., a Virginia corporation, Strategic Flooring Services,
Inc. a Georgia corporation, (collectively the "ADDITIONAL GUARANTORS" and
individually a "GUARANTOR") and Wachovia Bank, National Association (formerly
known as First Union National Bank), as trustee under the Indenture defined
below (the "TRUSTEE").
WITNESSETH:
WHEREAS, Interface, Inc., a Georgia corporation (the "COMPANY"), the
Trustee, and the other signatories thereto, are party to that certain
Indenture, dated as of November 15, 1995, relating to $125,000,000 in initial
aggregate principal amount of the Company's 9 1/2% Senior Subordinated Notes
due 2005 and the Company's 9 1/2% Series B Senior Subordinated Notes due 2005
(the "Indenture"); and
WHEREAS, in accordance with Sections 12.03(b) and 4.16 of the
Indenture the signatories hereto, other than the Trustee, desire to supplement
the Indenture for purposes of becoming "Guarantors" of the Securities and the
Indenture, subject to and in accordance with the terms of the Indenture,
including without limitation, Article Twelve of the Indenture; and
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, each of the Additional Guarantors (as defined below) covenants
and agrees as follows for the benefit of each other party to this Supplement
and to the Indenture and for the equal and ratable benefit of the Holders of
the Securities:
1. DEFINED TERMS
Capitalized terms used but not otherwise defined are used herein with
the meaning specified for such terms in the Indenture.
2. ADDITIONAL GUARANTORS
Each of the Additional Guarantors agrees that it shall be and become a
Guarantor for all purposes of the Indenture and the Securities issued pursuant
thereto and in accordance therewith
and shall be fully liable thereunder and therefor, subject to the provisions of
Article Twelve of the Indenture, to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture, the
Securities, or the obligations of the Company or any other Guarantors to the
Holders or the Trustee hereunder or thereunder to the extent and with the same
effect as though each Additional Guarantor had been one of the Guarantors
originally executing and delivering the Indenture and the Guarantee. All
references in the Indenture and each Security to "Guarantors" or any
"Guarantor" shall be deemed to include and to refer to each and every
Additional Guarantor.
3. GUARANTEE
In furtherance of the foregoing and not in limitation thereof, and for
value received, each of the undersigned Additional Guarantors hereby jointly,
severally and unconditionally guarantees to the Holder of a Security the
payments of principal of, premium, if any, and interest on, each Security in
the amounts and at the time when due, and interest on the overdue principal,
premium, if any, and interest, if any, of a Security and the payment or
performance of all other obligations of the Company under the Indenture or the
Securities, to each Holder of a Security and the Trustee, all in accordance
with and subject to the terms and limitations of each Security, Article Twelve
of the Indenture, and the Guarantee (of which the Guarantee set forth in this
Section 3 of this Supplement shall be, and shall be deemed to be, a part). The
validity and enforceability of the Guarantee set forth in this Section 3 of
this Supplement shall not be affected by the fact that it is not affixed to any
Security or all of the Securities.
The obligations of each of the undersigned Additional Guarantors to
the Holders of Securities and to the Trustee pursuant to the Guarantee and the
Indenture are expressly set forth in Article Twelve of the Indenture, and
reference is hereby made to the Indenture for the precise terms of the
Guarantee and all of the other provisions of the Indenture to which this
Guarantee relates. The indebtedness evidenced by this Guarantee is, to the
extent and the manner provided in the Indenture, subordinate and subject in
right of payment to the prior payment in full in cash or Cash Equivalents, of
all Guarantor Senior Indebtedness as defined in the Indenture, and this
Guarantee is issued subject to such provisions. Each Holder of a Security by
accepting same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary and appropriate to effectuate the subordination as
provided in the Indenture, and (c) appoints the Trustee attorney-in-fact of
such Holder for such purpose; provided, however, that such subordination
provision shall cease to affect amounts deposited in accordance with the
defeasance provisions of the Indenture upon the terms and conditions set forth
therein.
This Guarantee is subject to release upon the terms set forth in the
Indenture.
4. DUPLICATE ORIGINALS
The parties may sign any number of copies of this Supplement. Each
signed copy shall be an original, but all such executed copies together
represent the same agreement.
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5. GOVERNING LAW
The laws of the State of New York shall govern this Supplement and the
Guarantees set forth herein. Each Additional Guarantor agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to the Indenture, this Supplement, the Guarantees,
or the Securities.
[signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
ADDITIONAL GUARANTORS:
Flooring Consultants, Inc.
Interface Americas, Inc.
Interface Fabrics Group Marketing, Inc.
Interface Fabrics Group South, Inc.
Re:Source New Jersey, Inc.
Re:Source New York, Inc.
Re:Source Washington, D.C., Inc.
each as a Guarantor
By: /s/ Patrick C. Lynch
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Patrick C. Lynch, Vice President
Strategic Flooring Services, Inc., as a
Guarantor
By: /s/ Kevin C. Gallagher
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Kevin C. Gallagher, Vice President
Interface Real Estate Holdings, LLC, as a
Guarantor
By: BENTLEY PRINCE STREET, INC., its sole
member
By: /s/ Patrick C. Lynch
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Patrick C. Lynch, Vice President
TRUSTEE:
Wachovia Bank, National Association
By: /s/ Eric J. Knoll
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Name: Eric J. Knoll
Title: Assistant Vice President
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