EXHIBIT 4.4
SUPPLEMENT NO. 1
TO
INDENTURE
THIS SUPPLEMENT NO. 1 TO INDENTURE (this "SUPPLEMENT"), dated as of
December 31, 2002, among Interface Americas, Inc., a Georgia corporation,
Interface Americas Re:Source Technologies, 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, Pandel, Inc., a Georgia
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 Senior
Indenture, dated as of April 3, 1998, relating to $150,000,000 in initial
aggregate principal amount of the Company's 7.30% Senior Notes due 2008 and
the Company's 7.30% Series B Senior Notes due 2008 (the "Indenture"); and
WHEREAS, in accordance with Sections 14.3(b) and 4.9 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 Fourteen 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 Fourteen 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
Fourteen 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 Fourteen 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. Each Holder of a Security, by accepting the same, agrees to
be and shall be bound by such provisions.
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.
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]
2
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:
Interface Americas, Inc.
Interface Americas Re:Source
Technologies, Inc.
Interface Fabrics Group Marketing, Inc.
Interface Fabrics Group South, Inc.
Pandel, Inc.
Re:Source Washington, D.C., Inc.
each as a Guarantor
By: /s/ Patrick C. Lynch
----------------------------------------
Patrick C. Lynch, Vice President
Strategic Flooring Services, Inc., as a
Guarantor
By: /s/ Kevin C. Gallagher
----------------------------------------
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
----------------------------------------
Patrick C. Lynch, Vice President
TRUSTEE:
Wachovia Bank, National Association
By: /s/ Eric J. Knoll
----------------------------------------
Name: Eric J. Knoll
Title: Assistant Vice President
3