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EXHIBIT 10.1
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT made and entered into as of June 13, 1994, by and among INTERFACE,
INC., a Georgia corporation ("Interface"), INTERFACE SCHERPENZEEL B.V.
(formerly Heuga Nederland 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 ("Heuga Nederland"), AYLESBURY RESIDUAL
LIMITED (formerly Heuga UK Limited), a private company limited by shares
organized and existing under the laws of England and Wales ("Heuga UK"),
INTERFACE EUROPE LTD. (formerly Interface Flooring Systems Limited), a private
company limited by shares organized and existing under the laws of England and
Wales ("IFSL"; Interface, Heuga Nederland, Heuga UK, and IFSL referred to
collectively herein as the "Borrowers"), TRUST COMPANY BANK, a banking
corporation organized under the laws of the State of Georgia ("TCB"), THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association ("FNBC"), the other
banks and lending institutions listed on the signature pages hereof, and any
assignees of TCB, FNBC, or such other banks and lending institutions which
become "Lenders" as provided herein (TCB, FNBC, and such other banks, lending
institutions, and assignees referred to collectively herein as the "Lenders"),
TRUST COMPANY BANK, in its capacity as agent for those Lenders having Revolving
Loan Commitments or Term Loan Commitments, or both, or having outstanding
Revolving Loans or Term Loans, or both, as provided herein, and each successor
agent for such Lenders as may be appointed from time to time pursuant to
Article XI hereof (the "Domestic Agent"), THE FIRST NATIONAL BANK OF CHICAGO,
in its capacity as agent for those Lenders having outstanding Multicurrency
Loan Commitments or having outstanding Multicurrency Loans as provided herein,
and each successor agent for such Lenders as may be appointed from time to time
pursuant to Article XI hereof (the "Multicurrency Agent"; the Domestic Agent
and the Multicurrency Agent referred to collectively herein as the
"Co-Agents"), and TRUST COMPANY BANK, in its capacity as collateral agent for
the Co-Agents and Lenders and each successor collateral agent as may be
appointed from time to time pursuant to Article XI hereof (the "Collateral
Agent");
W I T N E S S E T H:
WHEREAS, Interface, Heuga Nederland, Heuga UK, IFSL, the
Co-Agents, the Collateral Agent, and the Lenders are parties to a certain
Second Amended and Restated Credit Agreement dated as of June 11, 1993, as
amended by that certain First Amendment to Second Amended and Restated Credit
Agreement dated as of December 1, 1993 (as so amended, the "Credit Agreement");
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WHEREAS, Interface has requested that certain of the Lenders
increase their respective Revolving Loan Commitments and Multicurrency Loan
Commitment, and that the Lenders agree to amend certain other provisions of the
Credit Agreement;
WHEREAS, the Co-Agents, the Collateral Agent, and the Lenders
have agreed to such increases in the Revolving Loan Commitments and
Multicurrency Loan Commitment and the other amendments to the Credit Agreement,
as more particularly set forth in this Second Amendment, on the terms and
subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, Interface, Heuga Nederland, Heuga UK, IFSL,
the Lenders, the Co-Agents and the Collateral Agent agree as follows:
1. DEFINED TERMS. Except as otherwise expressly defined herein, each
capitalized term used in this Second Amendment that is defined in the Credit
Agreement shall be used herein with the meaning assigned to such capitalized
term in the Credit Agreement.
2. AMENDMENTS TO SECTION 1.01 ("DEFINITIONS").
(a) Section 1.01 of the Credit Agreement is hereby amended by
adding the following defined terms in proper alphabetical order:
"FNBC Replacement Multicurrency Note" shall mean the
promissory note evidencing all Multicurrency Loans previously made by
FNBC and outstanding on the Second Amendment Effective Date, and all
Multicurrency Loans to be made by FNBC pursuant to its increased
Multicurrency Loan Commitment as provided in Paragraph 4 of the Second
Amendment to Credit Agreement, substantially in the form attached to
the Second Amendment to Credit Agreement as Exhibit C-2.
"FNBC Supplemental Revolving Credit Note" shall mean,
collectively, the promissory notes evidencing the Revolving Loans to
be made by FNBC pursuant to the increase in its Revolving Loan
Commitment as provided in Paragraph 3 of the Second Amendment to
Credit Agreement, substantially in the form attached to the Second
Amendment to Credit Agreement as Exhibit B-2.
"FUNBG Replacement Revolving Credit Note" shall mean the
promissory note evidencing all Revolving Loans previously made by
First Union National Bank of Georgia
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("FUNBG") and outstanding on the Second Amendment Effective Date, and
all Revolving Loans to be made by FUNBG pursuant to its increased
Revolving Loan Commitment as provided in Paragraph 3 of the Second
Amendment to Credit Agreement, substantially in the form attached to
the Second Amendment to Credit Agreement as Exhibit B-3.
"Second Amendment Effective Date" shall mean the date on which
all conditions and requirements for the effectiveness of the Second
Amendment to Credit Agreement have been satisfied as provided in
Paragraph 13 of the Second Amendment to Credit Agreement.
"Second Amendment to Credit Agreement" shall mean that certain
Second Amendment to Second Amended and Restated Credit Agreement dated
as of June __, 1994, among the Borrowers, the Lenders listed therein,
the Co-Agents, and the Collateral Agent.
(b) The definitions of the terms "Applicable Margin", "Borrowers",
"Fixed Charge Coverage Ratio", "Funded Debt", "Guarantors", "Multicurrency
Notes", "Pledged Stock", and "Revolving Credit Notes" in Section 1.01 of the
Credit Agreement are hereby amended by deleting such definitions in their
entirety and substituting in lieu thereof the following definitions for such
terms:
"Applicable Margin" shall mean, with respect to all
outstanding Borrowings through the Second Amendment Effective Date,
the applicable percentage determined as set forth in this Agreement
prior to giving effect to the Second Amendment to Credit Agreement
and, with respect to all outstanding Borrowings during any of
Interface's fiscal quarters from and after the Second Amendment
Effective Date, the percentage determined for such fiscal quarter from
the chart set forth below based on Interface's Interest Coverage Ratio
and Leverage Ratio determined as of the last day of the second fiscal
quarter immediately preceding the then current fiscal quarter:
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INTEREST COVERAGE RATIO
LESS THAN GREATER THAN GREATER THAN
OR EQUAL 3.0:1.00 AND LESS OR EQUAL
LEVERAGE RATIO TO 3.0:1.0 THAN 5.0:1.0 TO 5.0:1.0
- - -------------- ---------- ----------------- ------------
Greater than or
equal to 50% 1.000% 0.875% 0.750%
Greater than 35%
and less than
50% 0.875% 0.750% 0.500%
Less than or
equal to 35% 0.750% 0.500% 0.375%
provided, however, if Interface fails to deliver its financial statements for
such second preceding fiscal quarter pursuant to Section 8.07 prior to the
first day of the then-current fiscal quarter, the Applicable Margin with
respect to Borrowings during such current fiscal quarter shall be 1.000%.
"Borrowers" shall mean, (i) with respect to the Term Loans and
Revolving Loans, Interface, and (ii) collectively, with respect to the
Multicurrency Loans, Heuga Nederland and IFSL, and their respective
successors and permitted assigns.
"Fixed Charge Coverage Ratio" shall mean, as of the last day
of any fiscal quarter of Interface, the ratio of (A) the sum, for the
immediately preceding four fiscal quarters, of the amounts of (i)
Consolidated EBITA, (ii) aggregate depreciation expense, and (iii)
aggregate rent expense, to (B) the sum of the amounts of (i) the
aggregate Consolidated Interest Expense for the immediately preceding
four fiscal quarters, (ii) the aggregate rent expense for the
immediately preceding four fiscal quarters, (iii) the next four
succeeding required principal payments on the Term Loans pursuant to
Section 2.02(b), and (iv) all regularly scheduled principal payments
on other Indebtedness (including, without limitation, those portions
of payments with respect to capital leases in the nature of principal
payments) of the Consolidated Companies as permitted under Section
9.01 for the next four succeeding fiscal quarters.
"Funded Debt" shall mean all Indebtedness for money borrowed,
Indebtedness evidenced or secured by purchase money Liens, capitalized
leases, conditional sales contracts and similar title retention debt
instruments, and Indebtedness evidenced by bonds, debentures, notes or
other similar instruments, including all current maturities of
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such Indebtedness. The calculation of Funded Debt shall include all
Funded Debt of the Consolidated Companies, plus all Funded Debt of
other Persons to the extent guaranteed by a Consolidated Company, to
the extent supported by a letter of credit issued for the account of a
Consolidated Company, or as to which and to the extent which a
Consolidated Company or its assets otherwise have become liable for
payment thereof.
"Guarantors" shall mean, collectively, Interface, Guilford of
Maine, Inc., Guilford (Delaware) Inc., Interface Flooring Systems,
Inc., Rockland React-Rite Inc., Interface Research Corporation,
Interface Europe, Inc., Pandel, Inc., Interface Asia-Pacific, Inc.,
Bentley, Prince Street, and all other Material Subsidiaries that are
not Foreign Subsidiaries, and their respective successors and
permitted assigns.
"Multicurrency Notes" shall mean, collectively, the promissory
notes evidencing the Multicurrency Loans in the form attached hereto
as Exhibit C, together with the FNBC Replacement Multicurrency Note.
"Pledged Stock" shall mean, collectively, (i) all issued and
outstanding capital stock, together with all warrants, stock options,
and other purchase and conversion rights with respect to such capital
stock, of each of Guilford of Maine, Inc., Guilford (Delaware) Inc.,
Interface Flooring Systems, Inc., Interface Research Corporation,
Rockland React-Rite, Inc., Pandel, Inc., Interface Europe, Inc.,
Interface Asia-Pacific, Inc., Bentley, Prince Street, and all other
Material Subsidiaries of Interface organized in the United States, and
(ii) 66% of all issued and outstanding capital stock, together with
66% of all warrants, stock options, and other purchase and conversion
rights with respect to such capital stock, of IFSL, Interface Europe
B.V., Interface Heuga Singapore Pte Ltd., Guilford of Maine (Canada),
Inc., Interface Flooring Systems (Canada), Inc., Interface Heuga Japan
Ltd., Interface Heuga Hong Kong Ltd., Interface Heuga Australia Pty
Limited, and all other Material Subsidiaries that are Foreign
Subsidiaries directly owned by Interface and/or one or more other
Subsidiaries organized in the United States.
"Revolving Credit Notes" shall mean, collectively, the
promissory notes evidencing the Revolving Loans in the form attached
hereto as Exhibit B, together with the FUNBG Replacement Revolving
Credit Note and the FNBC Supplemental Revolving Credit Note.
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3. AMENDMENT TO ARTICLE III ("REVOLVING LOANS"). Article III of the
Credit Agreement is hereby amended by adding to said Article III an additional
Section 3.05, as follows:
SECTION 3.05. INCREASE IN REVOLVING LOAN COMMITMENTS.
(a) On the Second Amendment Effective Date, the aggregate
Revolving Loan Commitments of the Lenders shall be increased from
$80,000,000 in aggregate principal amount to $95,000,000 in aggregate
principal amount, with such increase resulting from the following
actions: (1) the issuance by FNBC of a new Revolving Loan Commitment
in the principal amount of $11,000,000, and (2) the increase by FUNBG
of its Revolving Loan Commitment from $8,683,041 to $12,683,041.
After giving effect to the foregoing actions, the Revolving Loan
Commitments for the Lenders shall be as set forth on the signature
pages to the Second Amendment to Credit Agreement, and all Borrowings
of Revolving Loans pursuant to Section 5.01(a), and all continuations
and conversions of outstanding Revolving Loans pursuant to Section
5.01(b), occurring on and after the Second Amendment Effective Date
shall be made on the basis of such revised Commitments. At the time
of the first such continuation or conversion, occurring on or after
the Second Amendment Effective Date, of each outstanding Revolving
Loan that had been borrowed or previously continued or converted prior
to the Second Amendment Effective Date (i) there shall be paid to the
Domestic Agent, by each Lender whose Pro Rata Share of the Revolving
Loan Commitments has increased on the Second Amendment Effective Date,
a principal amount sufficient to cause such Lender's Pro Rata Share of
such outstanding Revolving Loans being so continued or converted to be
increased to a percentage equal to such Lender's Pro Rata Share of the
Revolving Loan Commitments as in effect on and after the Second
Amendment Effective Date, and for all purposes of this Agreement from
and after the date of such payment, such additional principal amount
shall be deemed to have been borrowed by Interface from such Lender,
and (ii) there shall be repaid to each Lender whose Pro Rata Share of
the Revolving Loan Commitments has decreased on the Second Amendment
Effective Date, from the principal amounts paid to the Domestic Agent
pursuant to the preceding clause (i), a principal amount sufficient to
cause such Lender's Pro Rata Share of such outstanding Revolving Loans
being so continued or converted to be reduced to a percentage equal to
such Lender's Pro Rata Share of the Revolving Loan Commitments as in
effect on and after the Second Amendment Effective Date, and such
amount shall thereupon be deemed to have been repaid by Interface to
such Lender (without penalty or
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premium). Similar payments with respect to all Revolving Loans
outstanding on the Second Amendment Effective Date as Base Rate Loans
shall be made on the Second Amendment Effective Date. Each repayment
by Interface, occurring on or after the Second Amendment Effective
Date, of outstanding Revolving Loans that had been borrowed prior to
the Second Amendment Effective Date, and have not previously been so
continued or converted on or after the Second Amendment Effective
Date, shall be paid to the Lenders in accordance with their respective
Pro Rata Shares of the Revolving Loan Commitments as in effect prior
to the Second Amendment Effective Date.
(b) Interface's obligations to pay the principal of, and
interest on, all Revolving Loans under the FUNBG Replacement Revolving
Credit Note and the FNBC Supplemental Revolving Credit Note shall be
evidenced by the records of the Domestic Agent and such Lender and by
the FUNBG Replacement Revolving Credit Note or FNBC Supplemental
Revolving Credit Note, as the case may be, payable to such Lender
completed in conformity with this Agreement.
(c) From and after the Second Amendment Effective Date,
all references in this Agreement to the Revolving Loan Commitments
shall be deemed to include the Revolving Loan Commitments as increased
by this Section 3.05 (subject, however, to subsequent increases or
decreases from time to time as a result of any reduction thereof
pursuant to Section 3.03 or 3.04, any assignment thereof pursuant to
Section 12.06, or any amendment thereof pursuant to Section 12.02).
4. AMENDMENT TO ARTICLE IV ("MULTICURRENCY LOANS"). Article IV of the
Credit Agreement is hereby amended by adding to said Article IV a new Section
4.05, as follows:
SECTION 4.05. INCREASE IN MULTICURRENCY LOAN COMMITMENTS.
(a) On the Second Amendment Effective Date, the aggregate
Multicurrency Loan Commitments of the Lenders shall be increased from
$45,000,000 in aggregate principal amount to $50,000,000 in aggregate
principal amount, with such increase resulting from the increase by
FNBC of its Multicurrency Loan Commitment from $5,800,000 to
$10,800,000. After giving effect to the foregoing increase, the
Multicurrency Loan Commitments for the Lenders shall be as set forth
on the signature pages to the Second Amendment to Credit Agreement,
and all Borrowings of Multicurrency Loans pursuant to Section 5.01(a),
and all continuations and
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conversions of outstanding Multicurrency Loans pursuant to Section
5.01(b), occurring on and after the Second Amendment Effective Date
shall be made on the basis of such revised Commitments. At the time
of the first such continuation or conversion, occurring on or after
the Second Amendment Effective Date, of each outstanding Multicurrency
Loan that had been borrowed or previously continued or converted prior
to the Second Amendment Effective Date (i) there shall be paid to the
Multicurrency Agent, by each Lender whose Pro Rata Share of the
Multicurrency Loan Commitments has increased on the Second Amendment
Effective Date, a principal amount sufficient to cause such Lender's
Pro Rata Share of such outstanding Multicurrency Loans being so
continued or converted to be increased to a percentage equal to such
Lender's Pro Rata Share of the Multicurrency Loan Commitments as in
effect on and after the Second Amendment Effective Date, and for all
purposes of this Agreement from and after the date of such payment,
such additional principal amount shall be deemed to have been borrowed
by Interface from such Lender, and (ii) there shall be repaid to each
Lender whose Pro Rata Share of the Multicurrency Loan Commitments has
decreased on the Second Amendment Effective Date, from the principal
amounts paid to the Multicurrency Agent pursuant to the preceding
clause (i), a principal amount sufficient to cause such Lender's Pro
Rata Share of such outstanding Multicurrency Loans being so continued
or converted to be reduced to a percentage equal to such Lender's Pro
Rata Share of the Multicurrency Loan Commitments as in effect on and
after the Second Amendment Effective Date, and such amount shall
thereupon be deemed to have been repaid by Interface to such Lender
(without penalty or premium). Similar payments with respect to all
Multicurrency Loans outstanding on the Second Amendment Effective Date
as Base Rate Loans shall be made on the Second Amendment Effective
Date. Each repayment by Interface, occurring on or after the Second
Amendment Effective Date, of outstanding Multicurrency Loans that had
been borrowed prior to the Second Amendment Effective Date, and have
not previously been so continued or converted on or after the Second
Amendment Effective Date, shall be paid to the Lenders in accordance
with their respective Pro Rata Shares of the Multicurrency Loan
Commitments as in effect prior to the Second Amendment Effective Date.
(b) The Borrowers' obligations to pay the principal of,
and interest on, all Multicurrency Loans to FNBC pursuant to its
increased Multicurrency Loan Commitment shall be evidenced by the
records of the Multicurrency Agent
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and such Lender and by the FNBC Replacement Multicurrency Note payable
to such Lender completed in conformity with this Agreement.
(c) From and after the Second Amendment Effective Date,
all references in this Agreement to the Multicurrency Loan Commitments
shall be deemed to include the Multicurrency Loan Commitments as
increased by this Section 4.05 (subject, however, to subsequent
increases or decreases from time to time as a result of any reduction
thereof pursuant to Section 4.03 or 4.04, any assignment thereof
pursuant to Section 12.06, or any amendment thereof pursuant to
Section 12.02).
5. AMENDMENT TO SECTION 5.05 ("FEES"). Subsections (c), (d), and (e) of
Section 5.05 of the Credit Agreement are hereby amended by deleting said
subsections in their entirety, and substituting the following subsections (c),
(d), and (e) in lieu thereof:
(c) Interface shall pay to the Domestic Agent, for the
account of and distribution of the respective Pro Rata Share to each
Revolving Lender, a commitment fee (i) for the period commencing on
the Closing Date to but excluding the Second Amendment Effective Date
computed at a rate equal to one-half of one percent (0.500%) per
annum, and (ii) for the period commencing on the Second Amendment
Effective Date to and including the Final Maturity Date computed at a
rate equal to three-eighths of one percent (0.375%) per annum, in each
case calculated on the average daily unused portion of the Revolving
Loan Commitments of such Lenders, such fee being payable quarterly in
arrears on the last calendar day of each fiscal quarter of Interface,
and on the Final Maturity Date.
(d) The Borrowers shall pay to the Multicurrency Agent,
for the account of and distribution of the respective Pro Rata Share
to the Multicurrency Lenders, a commitment fee (i) for the period
commencing on the Closing Date to but excluding the Second Amendment
Effective Date computed at a rate equal to one-half of one percent
(0.500%) per annum, and (ii) for the period commencing on the Second
Amendment Effective Date to and including the Final Maturity Date
computed at a rate equal to three-eighths of one percent (0.375%) per
annum, in each case calculated on the average daily unused portion of
the Multicurrency Loan Commitments of such Multicurrency Lenders
(based on the Dollar Equivalent of such unused portion and calculated
in the manner set forth in the second sentence of Section 4.01(a)),
such fee being payable quarterly in arrears on the last
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calendar day of each fiscal quarter of Interface, and on the Final
Maturity Date.
(e) On the Second Amendment Effective Date, Interface and
the other Borrowers shall pay to (i) FNBC a fee in the amount of
$20,000 for the issuance by such Lender of its Revolving Loan
Commitment and the increase in its Multicurrency Loan Commitment
pursuant to Sections 3.05 and 4.05, and (ii) FUNBG a fee in the
amount of $5,000 for the issuance by such Lender of the increase in
its Revolving Loan Commitment pursuant to Section 3.05.
6. AMENDMENTS TO SECTION 8.07 ("REPORTING COVENANTS").
(a) Subsection (a) of Section 8.07 of the Credit Agreement is
hereby amended by deleting the words "90 days" from the first sentence of said
subsection (a) and substituting in lieu thereof the words "120 days."
(b) Subsection (b) of Section 8.07 of the Credit Agreement is
hereby amended by deleting the words "45 days" from the first sentence of said
subsection (b) and substituting in lieu thereof the words "60 days."
Except as expressly amended hereby, subsections (a) and (b) of Section 8.07
shall continue in effect in accordance with the terms thereof.
7. AMENDMENT TO SECTION 8.09 ("FINANCIAL COVENANTS"). Subsection (c) of
Section 8.09 of the Credit Agreement is hereby amended by deleting from said
subsection (c) the designated periods and applicable minimum Fixed Charge
Coverage Ratios and substituting in lieu thereof the following designated
periods and minimum Fixed Charge Coverage Ratios:
Minimum Fixed
Charge Coverage
Period Ratio
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January 3, 1994 through
December 31, 1995 1.25:1.00
January 1, 1996 and
thereafter 1.50:1.00
Except as expressly amended hereby, subsection (c) of Section 8.09 shall
continue in effect in accordance with the terms thereof.
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8. AMENDMENT TO SECTION 9.01 ("INDEBTEDNESS"). Section 9.01 of the
Credit Agreement is hereby amended by deleting subsection (k) of said Section
9.01 and substituting in lieu thereof the following subsections (k) and (l):
(k) Indebtedness of Prince Street arising from the
factoring arrangement more particularly described on Schedule 9.03
attached to the Second Amendment to Credit Agreement, as such
Indebtedness may be outstanding prior to May 1, 1995; and
(l) Other Indebtedness not to exceed $3,000,000 at any
one time outstanding.
Except as expressly amended hereby, said Section 9.01 shall continue in effect
in accordance with its terms.
9. AMENDMENT TO SCHEDULE 9.02 ("EXISTING LIENS"). Schedule 9.02 to the
Credit Agreement is hereby amended by adding to said Schedule 9.02 the
information set forth on the Supplement to Schedule 9.02 attached to this
Second Amendment, but such Supplement shall only be effective through April 30,
1995, at which time the Liens described in such Supplement shall no longer be
permitted pursuant to the terms of Section 9.02(a) of the Credit Agreement.
10. AMENDMENT TO SECTION 9.03 ("MERGERS, ACQUISITIONS, SALES, ETC.").
Clause (iv) of Section 9.03 of the Credit Agreement is hereby amended by
deleting said clause (iv) in its entirety and substituting the following in
lieu thereof:
(iv) sales of accounts receivable (x) by Interface
Flooring Systems, Inc. pursuant to the Factoring Agreement with
BancBoston Financial Company identified on Schedule 9.02 or pursuant to
a replacement factoring arrangement on terms consistent with such
Factoring Agreement as in effect on June 22, 1993, (y) by Foreign
Subsidiaries pursuant to similar factoring arrangements in each case
providing for sales of accounts on terms substantially consistent with
the Factoring Agreement described in the preceding clause (x), and (z)
by Prince Street pursuant to the factoring arrangement more
particularly described on the Supplement to Schedule 9.02 attached to
the Second Amendment to Credit Agreement, but only through April 30,
1995, or
Except as expressly amended hereby, said Section 9.03 shall continue in effect
in accordance with its terms.
11. WAIVER OF EVENT OF DEFAULT. Upon the execution and delivery of this
Second Amendment by those Lenders constituting the
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Required Lenders under the terms of the Credit Agreement, whether or not the
Second Amendment Effective Date shall then have occurred or shall thereafter
occur, any Default or Event of Default that may have occurred or existed as of
April 3, 1994, as a result of Interface's failure to maintain as of such date
the minimum Fixed Charge Coverage Ratio required to be maintained pursuant to
Section 8.09(c) of the Credit Agreement, shall be waived without further action
on the part of the Lenders.
12. AMENDMENT FEE. Interface agrees to pay to the Domestic Agent, for the
benefit of each Lender, on the Second Amendment Effective Date, an amendment
fee equal to $5,000 for each such Lender.
13. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECOND AMENDMENT. Except as
otherwise provided in Paragraph 11 above, this Second Amendment shall not
become effective or have any force or effect until such time as the Co-Agents
shall have received the following documents in form and substance satisfactory
in all respects to the Co-Agents:
(a) The counterparts of this Second Amendment as executed
and delivered by each of the Borrowers, the Lenders, the Co- Agents,
and the Collateral Agent, and as acknowledged by each of the
Guarantors;
(b) The duly completed and executed FNBC Replacement
Multicurrency Note and FNBC Supplemental Revolving Credit Note;
(c) The duly completed and executed FUNBG Replacement
Revolving Credit Note;
(d) The certificate of the Secretary or an Assistant
Secretary of each of the Borrowers (or, in the case of any Foreign
Subsidiary, a comparable company officer) attaching and certifying
copies of the resolutions of the boards of directors (or, in the case
of any Foreign Subsidiary, the comparable governing body of such
entity) of the Borrowers, authorizing the execution, delivery and
performance of this Second Amendment, including, without limitation,
the increases in the Revolving Loan Commitments and Multicurrency Loan
Commitments;
(e) The certificate of the Secretary or an Assistant
Secretary of each of the Borrowers (or, in the case of any Foreign
Subsidiary, a comparable company officer) certifying (i) the name,
title and true signature of each officer of such entities executing
this Second Amendment and all other documents being executed and
delivered in connection
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herewith, and (ii) whether there have been any amendments in the
certificates or articles of incorporation or bylaws (or comparable
organizational documents of Foreign Subsidiaries) since June 22, 1993
and, if so, attaching copies of all such amendments;
(f) The favorable opinions of (i) Kilpatrick & Cody,
United States counsel to the Borrowers, (ii) Paisner & Co., United
Kingdom counsel to Heuga UK and IFSL, and (iii) Loeff Clays & Verbeke,
Netherlands counsel to Heuga Nederland, in each case addressed to the
Co-Agents and each of the Lenders, and covering such matters with
respect to the Borrowers and this Second Amendment as either Co-Agent
or any Lender may reasonably request; and
(g) Such other documents with respect to the Borrowers,
this Second Amendment, and all corporate proceedings and other legal
matters in connection with the authorization, legality, validity, and
enforceability hereof as either Co-Agent shall reasonably request.
In addition to the foregoing, the following conditions shall have been
satisfied or shall exist to the satisfaction of the Co-Agents:
(h) The fees required to be paid pursuant to Section
5.05(e) of the Credit Agreement, as amended hereby, and by Paragraph
12 of this Second Amendment, shall have been paid in full;
(i) All reasonable out-of-pocket costs and expenses of
the Co-Agents (including, without limitation, the reasonable fees and
disbursements of counsel) incurred in connection with this Second
Amendment and the transactions contemplated hereby shall have been
paid in full;
(j) The representations and warranties of the Borrowers
as set forth in Paragraph 14 of this Second Amendment shall be true
and correct; and
(k) All outstanding Multicurrency Loans and other
obligations owed by Heuga UK as a Borrower under the Credit Agreement
shall have been paid in full.
14. REPRESENTATIONS AND WARRANTIES. Each of Interface (as to itself and
all other Consolidated Companies, whether or not Interface is a Borrower
hereunder) and each of the other Borrowers (as to itself and all of its
Subsidiaries) represents and warrants (after giving effect to the waiver set
forth in Paragraph 11 of this Second Amendment) to the Lenders as follows:
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(a) All representations and warranties set forth in the Credit
Agreement are true and correct in all material respects with the same effect as
though such representations and warranties have been made on and as of the date
hereof (except that the representation and warranty set forth in Section 7.19
of the Credit Agreement shall not be deemed to relate to any time subsequent
to the date of the initial Loans under the Credit Agreement);
(b) No Default or Event of Default has occurred and is continuing
on the date hereof; and
(c) Since the date of the most recent financial statements of the
Consolidated Companies submitted to the Lenders pursuant to Section 8.07(b),
there has been no change which has had or could reasonably be expected to have
a Materially Adverse Effect (whether or not any notice with respect to such
change has otherwise been furnished to the Lenders pursuant to Section 8.07).
15. REFERENCES TO CREDIT AGREEMENT. On and after the Second Amendment
Effective Date, each and every reference in the Credit Documents to the Credit
Agreement shall be deemed to refer to and mean the Credit Agreement as amended
by this Second Amendment. The Borrowers further confirm and agree that (i)
except as expressly amended herein, the Credit Agreement remains in full force
and effect in accordance with its terms, and (ii) all other Credit Documents
remain in full force and effect in accordance with their respective terms.
16. COUNTERPARTS. This Second Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
17. MISCELLANEOUS. This Second 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. This Second Amendment shall be binding on and shall
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.
14
15
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered in Atlanta, Georgia, by their duly
authorized officers as of the day and year first above written.
INTERFACE, INC.
By:
---------------------------
Daniel T. Hendrix
Vice President
INTERFACE SCHERPENZEEL B.V.
(FORMERLY HEUGA NEDERLAND B.V.)
By:
---------------------------
Daniel T. Hendrix
Attorney-in-Fact
AYLESBURY RESIDUAL LIMITED
(FORMERLY HEUGA UK LIMITED)
By:
---------------------------
Daniel T. Hendrix
Attorney-in-Fact
INTERFACE EUROPE LTD.
(FORMERLY INTERFACE FLOORING
SYSTEMS LIMITED)
By:
---------------------------
Daniel T. Hendrix
Attorney-in-Fact
15
16
TRUST COMPANY BANK,
AS DOMESTIC AGENT AND
COLLATERAL AGENT
By:
--------------------------
Name:
-------------------
Title:
-------------------
By:
--------------------------
Name:
-------------------
Title:
-------------------
THE FIRST NATIONAL BANK
OF CHICAGO, AS
MULTICURRENCY AGENT
By:
--------------------------
Name:
-------------------
Title:
-------------------
16
17
TRUST COMPANY BANK
By:
--------------------------
Name:
-------------------
Title:
-------------------
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 8,888,889 11.111111%
REVOLVING LOAN COMMITMENT: $ 12,056,054 12.690583%
MULTICURRENCY LOAN COMMITMENT: $ 4,055,057 8.110114%
TOTAL COMMITMENT: $ 25,000,000 11.11%
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 8,166,667 11.111111%
SERIES B TERM LOAN COMMITMENT: $ 5,500,000 10.000000%
REVOLVING LOAN COMMITMENT: $ 10,152,466 12.690583%
MULTICURRENCY LOAN COMMITMENT: $ 3,649,551 8.110114%
TOTAL COMMITMENT: $ 27,468,684 10.838462%
17
18
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 7,054,850 11.110000%
SERIES B TERM LOAN COMMITMENT: $ 4,950,000 10.000000%
REVOLVING LOAN COMMITMENT: $ 10,152,467 10.686807%
MULTICURRENCY LOAN COMMITMENT: $ 3,649,551 7.299102%
TOTAL COMMITMENT: $ 25,806,868 10.002662%
18
19
THE FIRST NATIONAL BANK
OF CHICAGO
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 3,555,556 4.444445%
REVOLVING LOAN COMMITMENT: $ 0 0.000000%
MULTICURRENCY LOAN COMMITMENT: $ 6,444,444 12.888888%
TOTAL COMMITMENT: $ 10,000,000 4.44%
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 3,266,667 4.444445%
SERIES B TERM LOAN COMMITMENT: $ 0 0.000000%
REVOLVING LOAN COMMITMENT: $ 0 0.000000%
MULTICURRENCY LOAN COMMITMENT: $ 5,800,000 12.888888%
TOTAL COMMITMENT: $ 9,066,667 3.585069%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 2,819,400 4.440000%
SERIES B TERM LOAN COMMITMENT: $ 0 0.000000%
REVOLVING LOAN COMMITMENT: $ 11,000,000 11.578947%
MULTICURRENCY LOAN COMMITMENT: $ 10,800,000 21.600000%
TOTAL COMMITMENT: $ 24,619,400 9.542403%
19
20
ABN AMRO BANK N.V.
By:
--------------------------
Name:
-------------------
Title:
-------------------
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 8,000,000 10.000000%
REVOLVING LOAN COMMITMENT: $ 0 0.000000%
MULTICURRENCY LOAN COMMITMENT: $ 14,500,000 29.000000%
TOTAL COMMITMENT: $ 22,500,000 10.00%
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 7,350,000 10.000000%
SERIES B TERM LOAN COMMITMENT: $ 0 0.000000%
REVOLVING LOAN COMMITMENT: $ 0 0.000000%
MULTICURRENCY LOAN COMMITMENT: $ 13,050,000 29.000000%
TOTAL COMMITMENT: $ 20,400,000 8.066406%
20
21
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 6,350,000 10.000000%
SERIES B TERM LOAN COMMITMENT: $ 0 0.000000%
REVOLVING LOAN COMMITMENT: $ 0 0.000000%
MULTICURRENCY LOAN COMMITMENT: $ 13,050,000 26.100000%
TOTAL COMMITMENT: $ 19,400,000 7.519380%
21
22
THE FIRST NATIONAL BANK OF
BOSTON
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 6,755,555 8.444444%
REVOLVING LOAN COMMITMENT: $ 4,822,422 5.076234%
MULTICURRENCY LOAN COMMITMENT: $ 7,422,023 14.844046%
TOTAL COMMITMENT: $ 19,000,000 8.44%
22
23
THE FIRST NATIONAL BANK OF
BOSTON - (CONTINUED)
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 6,206,666 8.444444%
SERIES B TERM LOAN COMMITMENT $ 4,400,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 4,060,987 5.076234%
MULTICURRENCY LOAN COMMITMENT: $ 6,679,821 14.844046%
TOTAL COMMITMENT: $ 21,347,474 8.421094%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 5,359,400 8.440000%
SERIES B TERM LOAN COMMITMENT $ 3,960,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 4,060,987 4.274723%
MULTICURRENCY LOAN COMMITMENT: $ 6,679,821 13.359642%
TOTAL COMMITMENT: $ 20,060,208 7.775274%
23
24
BANK SOUTH, N.A.
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 4,266,667 5.333334%
REVOLVING LOAN COMMITMENT: $ 7,733,333 8.140351%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 12,000,000 5.33%
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 3,920,000 5.333334%
SERIES B TERM LOAN COMMITMENT: $ 4,400,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 6,512,280 8.140351%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 14,832,280 5.845943%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 3,384,550 5.330000%
SERIES B TERM LOAN COMMITMENT: $ 3,960,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 6,512,280 6.855032%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 13,856,830 5.370864%
24
25
THE BANK OF TOKYO LTD.,
ATLANTA AGENCY
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 2,844,444 3.555555%
REVOLVING LOAN COMMITMENT: $ 5,155,556 5.426901%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 8,000,000 3.56%
25
26
THE BANK OF TOKYO LTD.,
ATLANTA AGENCY (CONTINUED)
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 2,613,333 3.555555%
SERIES B TERM LOAN COMMITMENT: $ 0 0.000000%
REVOLVING LOAN COMMITMENT: $ 4,341,521 5.426901%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 6,954,854 2.743532%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 2,260,600 3.560000%
SERIES B TERM LOAN COMMITMENT: $ 0 0.000000%
REVOLVING LOAN COMMITMENT: $ 4,341,521 4.570022%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 6,602,121 2.558962%
26
27
CIBC, INC.
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 5,688,889 7.111111%
REVOLVING LOAN COMMITMENT: $ 10,311,111 10.853801%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 16,000,000 7.11%
27
28
CIBC, INC. (CONTINUED)
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 5,226,667 7.111111%
SERIES B TERM LOAN COMMITMENT: $ 4,400,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 8,683,041 10.853801%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 18,309,708 7.222764%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 4,514,850 7.110000%
SERIES B TERM LOAN COMMITMENT: $ 3,960,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 8,683,041 9.140043%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 17,157,891 6.650345%
28
29
CONTINENTAL BANK N.A.
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 5,688,889 7.111111%
REVOLVING LOAN COMMITMENT: $ 10,311,111 10.853801%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 16,000,000 7.11%
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 5,226,667 7.111111%
SERIES B TERM LOAN COMMITMENT: $ 9,900,000 18.000000%
REVOLVING LOAN COMMITMENT: $ 8,683,041 10.853801%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 23,809,708 9.370111%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 4,514,850 7.110000%
SERIES B TERM LOAN COMMITMENT: $ 8,910,000 18.000000%
REVOLVING LOAN COMMITMENT: $ 8,683,041 9.140043%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 22,107,891 8.568950%
29
30
CREDITANSTALT-BANKVERIEN
By:
--------------------------
Name:
-------------------
Title:
-------------------
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 8,000,000 10.000000%
REVOLVING LOAN COMMITMENT: $ 14,500,000 15.263158%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 22,500,000 10.00%
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 7,350,000 10.000000%
SERIES B TERM LOAN COMMITMENT: $ 4,400,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 12,210,526 15.263158%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 23,960,526 9.457237%
30
31
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 6,350,000 10.000000%
SERIES B TERM LOAN COMMITMENT: $ 3,960,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 12,210,526 12.853185%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 22,520,526 8.728886%
31
32
THE DAIWA BANK, LIMITED
By:
--------------------------
Name:
-------------------
Title:
-------------------
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 4,622,222 5.777778%
REVOLVING LOAN COMMITMENT: $ 8,377,778 8.818714%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 13,000,000 5.78%
32
33
THE DAIWA BANK, LIMITED - CONTINUED
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 4,246,666 5.777778%
SERIES B TERM LOAN COMMITMENT: $ 4,400,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 7,054,971 8.818714%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 15,701,637 6.193940%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 3,670,300 5.780000%
SERIES B TERM LOAN COMMITMENT: $ 3,960,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 7,054,971 7.426285%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 14,685,271 5.691966%
33
34
FIRST UNION NATIONAL
BANK OF GEORGIA
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 5,688,889 7.111111%
REVOLVING LOAN COMMITMENT: $ 10,311,111 10.853801%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 16,000,000 7.11%
34
35
FIRST UNION NATIONAL
BANK OF GEORGIA - CONTINUED
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 5,226,667 7.111111%
SERIES B TERM LOAN COMMITMENT: $ 7,700,000 14.000000%
REVOLVING LOAN COMMITMENT: $ 8,683,041 10.853801%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 21,609,708 8.524540%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 4,514,850 7.110000%
SERIES B TERM LOAN COMMITMENT: $ 6,930,000 14.000000%
REVOLVING LOAN COMMITMENT: $ 12,683,041 13.350569%
MULTICURRENCY LOAN COMMITMENT: $ 0 0.000000%
TOTAL COMMITMENT: $ 24,127,891 9.351896%
35
36
NATIONSBANK OF NORTH CAROLINA,
N.A.
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 8,000,000 10.000000%
REVOLVING LOAN COMMITMENT: $ 5,710,762 6.011328%
MULTICURRENCY LOAN COMMITMENT: $ 8,789,238 17.578476%
TOTAL COMMITMENT: $ 22,500,000 10.00%
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 7,350,000 10.000000%
SERIES B TERM LOAN COMMITMENT: $ 4,400,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 4,809,063 6.011328%
MULTICURRENCY LOAN COMMITMENT: $ 7,910,314 17.578476%
TOTAL COMMITMENT: $ 24,469,377 9.656007%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 6,350,000 10.000000%
SERIES B TERM LOAN COMMITMENT: $ 3,960,000 8.000000%
REVOLVING LOAN COMMITMENT: $ 4,809,063 5.062172%
MULTICURRENCY LOAN COMMITMENT: $ 7,910,314 15.820628%
TOTAL COMMITMENT: $ 23,029,377 8.926115%
36
37
WACHOVIA BANK OF GEORGIA, N.A.
By:
--------------------------
Name:
-------------------
Title:
-------------------
PRIOR TO SECOND CLOSING DATE
PRO RATA
AMOUNT SHARE
------ --------
TERM LOAN COMMITMENT: $ 8,000,000 10.000000%
REVOLVING LOAN COMMITMENT: $ 5,710,762 6.011328%
MULTICURRENCY LOAN COMMITMENT: $ 8,789,238 17.578476%
TOTAL COMMITMENT: $ 22,500,000 10.00%
ON AND AFTER SECOND CLOSING DATE
SERIES A TERM LOAN COMMITMENT: $ 7,350,000 10.000000%
SERIES B TERM LOAN COMMITMENT: $ 5,500,000 10.000000%
REVOLVING LOAN COMMITMENT: $ 4,809,063 6.011328%
MULTICURRENCY LOAN COMMITMENT: $ 7,910,314 17.578476%
TOTAL COMMITMENT: $ 25,569,377 10.085694%
ON AND AFTER SECOND AMENDMENT EFFECTIVE DATE
SERIES A TERM LOAN COMMITMENT: $ 6,350,000 10.000000%
SERIES B TERM LOAN COMMITMENT: $ 4,950,000 10.000000%
REVOLVING LOAN COMMITMENT: $ 4,809,063 5.062172%
MULTICURRENCY LOAN COMMITMENT: $ 7,910,314 15.820628%
TOTAL COMMITMENT: $ 24,019,377 9.309836%
37
38
SUPPLEMENT TO SCHEDULE 9.02
EXISTING LIENS
E. PRINCE STREET TECHNOLOGIES, LTD.
1. Liens on accounts receivable pursuant to the Factoring Agreement (Net)
dated January 13, 1988 executed by Prince Street Technologies, Ltd. in
favor of Citizens & Southern Commercial Corporation, as amended on
February 13, 1992
1
39
CONSENT AND ACKNOWLEDGMENT
Each of the undersigned hereby (i) acknowledges and confirms its
agreement to the foregoing Second Amendment to Second Amended and Restated
Credit Agreement dated as of June __, 1994, including without limitation, the
increases in the Revolving Loan Commitments and Multicurrency Loan Commitments
as provided therein, and (ii) restates and reaffirms its obligations under each
of their respective Guaranty Agreements and all other Credit Documents (as such
terms are defined in the Second Amended and Restated Credit Agreement) to which
it is a party, including without limitation, all such obligations with respect
to the additional Revolving Loans and Multicurrency Loans that may be made
thereunder.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered
this Consent and Acknowledgment effective as of June __, 1994.
INTERFACE, INC.
By:
-------------------------------
Title:
-------------------------
GUILFORD OF MAINE, INC.
By:
-------------------------------
Title:
-------------------------
GUILFORD (DELAWARE) INC.
By:
-------------------------------
Title:
-------------------------
1
40
INTERFACE FLOORING SYSTEMS, INC.
By:
-------------------------------
Title:
-------------------------
ROCKLAND REACT-RITE, INC.
By:
-------------------------------
Title:
-------------------------
INTERFACE RESEARCH CORPORATION
By:
-------------------------------
Title:
-------------------------
INTERFACE EUROPE, INC.
By:
-------------------------------
Title:
-------------------------
PANDEL, INC.
By:
-------------------------------
Title:
-------------------------
2
41
INTERFACE ASIA-PACIFIC, INC.
By:
-------------------------------
Title:
-------------------------
BENTLEY MILLS, INC.
By:
-------------------------------
Title:
-------------------------
PRINCE STREET TECHNOLOGIES, LTD.
By:
-------------------------------
Title:
-------------------------
3