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EXHIBIT 10.2
EXECUTION COUNTERPART
THIRD AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
This Third Amendment to Revolving Credit Loan Agreement dated
as of June 15, 1994 (the "Third Amendment") by and among INTERFACE FLOORING
SYSTEMS, INC., a corporation organized and existing under the laws of the State
of Georgia (the "Borrower"), TRUST COMPANY BANK, Georgia banking corporation
(the "Bank") and for the purposes of consenting to this Third Amendment,
INTERFACE, INC., a Georgia corporation ("Interface").
W I T N E S S E T H:
WHEREAS, the Borrower, the Bank and Interface are parties to
that certain Revolving Credit Loan Agreement dated as of August 5, 1991, as
amended by that certain First Amendment to Revolving Credit Agreement dated as
of June 30, 1992 and as further amended by that certain Second Amendment to
Revolving Credit Agreement dated as of August 5, 1993, pursuant to which the
Bank agreed to make to the Borrower certain revolving credit loans in an
aggregate principal amount at any one time outstanding not to exceed
$4,250,000.00 (as amended, the "Loan Agreement"); and
WHEREAS, the Borrower and Interface have requested and the
Bank has agreed, subject to the terms and conditions hereof, to replace the
Prime Rate borrowing option provided by the Loan Agreement with an overnight
"cost of funds" borrowing option; and
WHEREAS, the Borrower, Interface and the Bank wish to amend
the Loan Agreement to incorporate the new pricing options and to make certain
other modifications as more particularly set forth below;
NOW, THEREFORE, for and in consideration of the sum of Ten
Dollars ($10.00) in hand paid by Borrower and Interface and the Bank and for
further good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:
1. Section 1.01 of the Loan Agreement is hereby amended
as follows, with each of the following inserted in the proper alphabetical
order:
(a) The definition of "Borrowing" is hereby
deleted in its entirety and the following substituted in lieu thereof:
`"Borrowing" shall mean a borrowing under the
Commitment, which may be either a Prime Rate Borrowing,
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a Cost of Funds Rate Borrowing, a Secondary C/D Rate
Borrowing or a Eurodollar Borrowing.'
(b) The following definitions of "Cost of Funds Rate"
and "Cost of Funds Rate Borrowing" are hereby added immediately
following the definition of "Contractual Obligations":
'"Cost of Funds Rate" shall mean the rate of interest
per annum quoted by the Bank as its overnight cost of funds
rate for a certain overnight period, which rate of interest
may be accepted or rejected by the Borrower as provided in
Sections 2.02 and 2.03 of this Agreement."
"Cost of Funds Rate Borrowing" shall mean any
Borrowing hereunder which bears interest at the Cost of
Funds Rate."'
2. The Loan Agreement is hereby amended by deleting Sections
2.02, 2.03, 2.04 and 2.05 thereof in their entirety and substituting the
following in lieu thereof:
"SECTION 2.02. Interest on Revolving Credit Note. Interest
shall accrue on the unpaid principal amount of each Borrowing under
the Commitment at the following per annum rates, which may be selected
by the Borrower subject to and in accordance with the terms of this
Agreement:
(i) the Cost of Funds Rate quoted by the Bank and
accepted by the Borrower in accordance with Section 2.03 hereof plus
an additional one percent (1.0%) per annum; or
(ii) LIBOR for Interest Periods of 1, 2, 3 or 6 months,
plus an additional three quarters of one percent (.750%) per annum; or
(iii) the Secondary C/D Rate for Interest Periods of 30,
60, 90 or 180 days, plus an additional three quarters of one percent
(.750%) per annum;
provided, however, that the Borrower may not select a rate based on
LIBOR or the Secondary C/D Rate if the Borrower knows as of the date
of such selection that the Interest Period with respect thereto would
extend beyond the Termination Date. At no time shall the number of
Borrowings outstanding under this Agreement with different interest
rates and/or Interest Periods ending on different days exceed five
(5); provided however, that all Cost of Funds Rate Borrowings shall be
treated as one Borrowing and in the event that the outstanding
Borrowings hereunder are converted to Prime Rate Borrowings as
provided in Sections
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2.04 or 2.09 hereof, all Prime Rate Borrowings shall be treated as one
Borrowing.
While the Revolving Credit Note shall be dated the
date of this Agreement and shall be in an original principal amount
equal to the amount of the Commitment, interest shall be payable only
with respect to the aggregate Borrowings outstanding thereunder and
said Revolving Credit Note shall be enforceable with respect to
Borrower's obligation to pay principal thereon only to the extent of
the unpaid principal amount of Borrowings outstanding thereunder.
SECTION 2.03. Method of Borrowing Under the Commitment. The
Borrower shall give the Bank written or telephonic notice (promptly
confirmed in writing) of any requested Borrowing under the Commitment
(a "Notice of Borrowing") specifying (i) the amount of the Borrowing,
(ii) the date the proposed Borrowing is to be made (which shall be a
Business Day), (iii) whether the Borrowing will be a Secondary C/D
Rate Borrowing or a Eurodollar Borrowing or if the Borrower is
requesting a quote for a Cost of Funds Rate Borrowing, and (iv) in the
case of a Eurodollar Borrowing or a Secondary C/D Rate Borrowing, the
duration of the initial Interest Period applicable thereto. Each
Notice of Borrowing shall be given to the Bank (i) with respect to any
Eurodollar Borrowing, not later than 11:00 A.M. (Atlanta, Georgia
time) on the third Business Day preceding the day of such requested
Eurodollar Borrowing, (ii) with respect to any Secondary C/D Rate
Borrowing, not later than 11:00 A.M. (Atlanta, Georgia time) on the
second Business Day preceding the day of such requested Secondary C/D
Rate Borrowing, and (iii) with respect to any request for Cost of
Funds Rate Borrowing, not later than 11:00 A.M. (Atlanta, Georgia
time) on the day of such requested Borrowing. Upon receipt of a
request for a quotation for a Cost of Funds Rate Borrowing, the Bank
shall promptly quote to the Borrower the applicable Cost of Funds Rate
for the period extending from the date of such request to the next
Business Day and the Borrower shall immediately accept or reject such
request. The Bank shall be entitled to rely on any telephonic Notice
of Borrowing which it believes in good faith to have been given by a
duly authorized officer or employee of the Borrower and any advances
made by the Bank based on such telephonic notice shall, when deposited
by the Bank to the Borrower's account no. 8800787742 at Trust Company
Bank, be Borrowings for all purposes hereunder.
SECTION 2.04. Selection of Successive Interest Rates and
Interest Periods. The Borrower may, on the last day of the Interest
Period relating thereto, convert any Eurodollar Borrowing or Secondary
C/D Rate Borrowing, as the case may be, into a Eurodollar Borrowing, a
Secondary C/D Rate
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Borrowing or, subject to the procedure set forth above, a Cost of
Funds Rate Borrowing, or continue a Eurodollar Borrowing or Secondary
C/D Rate Borrowing, as the case may be, in the same aggregate
principal amount. The Borrower may at any time convert a Cost of
Funds Rate Borrowing into a Eurodollar Borrowing or a Secondary C/D
Rate Borrowing. The Borrower shall give the Bank telephonic notice
(promptly confirmed in writing) of any such continuation or conversion
(a "Notice of Continuation/Conversion") at least two Business Days
prior to a conversion or continuation of any Borrowing (other than a
continuation of a Cost of Funds Rate Borrowing), such notice to
specify whether the Borrowing is to be continued as or converted to a
Secondary C/D Rate Borrowing or a Eurodollar Borrowing or converted to
a Cost of Funds Rate Borrowing, subject to the acceptance by the
Borrower on the date thereof of the applicable Cost of Funds Rate and,
if applicable, the Interest Period selected by the Borrower for such
Borrowing. If the Bank does not receive timely notice of any
succeeding interest rate and/or Interest Period selected by the
Borrower as provided for herein or if the Borrower selects an interest
rate for an Interest Period which is not available under Section 2.02
or Section 2.10, any outstanding Borrowing for which the Borrower
failed to select an interest rate and/or Interest Period or selected
an interest rate for an Interest Period which is not available under
Section 2.02 or 2.10, shall be converted to a Prime Rate Borrowing and
the Bank shall promptly notify the Borrower by telephone, which notice
shall be promptly confirmed in writing (including telex) to the
Borrower, of such conversion.
SECTION 2.05. Revolving Credit Note Interest Payment Dates.
Interest on the Revolving Credit Note shall be payable (i) on the last
day of the relevant Interest Period for Eurodollar Borrowings and
Secondary C/D Rate Borrowings;provided, however, in any case where the
Interest Period of an Eurodollar Borrowing or a Secondary C/D Rate
Borrowing exceeds 3 months or 90 days, respectively, interest shall be
payable on the last day of each of the three month or 90-day periods,
as the case may be, comprising such Interest Period as well as on the
last day of such Interest Period, (ii) on the last day of each
calendar quarter, in arrears, commencing September 30, 1991 for Prime
Rate Borrowings and Cost of Funds Rate Borrowings, and (iii) on the
Termination Date, whether by acceleration or otherwise.'
3. Section 2.15 of the Loan Agreement is hereby amended
by deleting the words "the interest rate otherwise in effect from time to time
for Prime Rate Borrowings pursuant to Section 2.02" commencing on the eighth
line thereof and substituting in lieu thereof "Prime Rate as in effect from
time to time."
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4. This Third Amendment shall be effective upon the
receipt of the Bank of a duly executed counterpart of this Third Amendment in
its office in Atlanta, Georgia. Upon such receipt all references to the Loan
Agreement shall mean the Loan Agreement as amended by this Third Amendment.
Except as expressly provided in this Third Amendment, the execution and
delivery of this Third Amendment does not and will not amend, modify or
supplement any provision of, or constitute a consent to or waiver of the
noncompliance with the provisions of the Loan Agreement and, except as
specifically provided in this Third Amendment, the Loan Agreement shall remain
in force and effect.
5. This Third Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
6. This Third Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia without regard to
the conflict of laws principles thereof.
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IN WITNESS WHEREOF the parties hereto have caused this Third
Amendment to be executed and delivered by their duly authorized officers as of
the day and year first above written.
INTERFACE FLOORING SYSTEMS, INC.
By:
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Title:
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TRUST COMPANY BANK
By:
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Title:
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By:
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Title:
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ACKNOWLEDGED, ACCEPTED AND AGREED
AS OF THE 15th DAY OF JUNE, 1994:
INTERFACE, INC.
By:
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Title:
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THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE TERMS OF THE
FOREGOING THIRD AMENDMENT AND HEREBY RATIFY AND CONFIRM THE GUARANTY AGREEMENTS
AS OF THE ___ DAY OF JUNE, 1994:
INTERFACE, INC.
By:
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Title:
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INTERFACE EUROPE, INC., formerly,
Interface International, Inc.
By:
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Title:
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ROCKLAND REACT-RITE, INC.
By:
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Title:
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INTERFACE RESEARCH CORPORATION
By:
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Title:
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PANDEL, INC.
By:
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Title:
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