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EXHIBIT 10.1
FOURTH AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
This Fourth Amendment to Revolving Credit Loan Agreement dated as of
August 5, 1994 (the "Fourth 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 purpose of consenting to this Fourth 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, by that certain Second Amendment to Revolving Credit Agreement dated
as of August 5, 1993 and as further amended by that certain Third Amendment to
Revolving Credit Agreement dated as of June 15, 1994 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"; all terms used herein without definition shall
have the meanings set forth in the Loan Agreement); and
WHEREAS, the Borrower has requested and the Bank has agreed to extend
the Commitment for an additional year and to make certain other conforming
changes to the Loan Agreement;
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. The Loan Agreement is hereby amended by deleting Section 2.01 in
its entirety and substituting the following in lieu thereof:
`"SECTION 2.01. Commitment and Revolving Credit Note. Subject to and
upon the terms and conditions set forth in this Agreement, the Bank
establishes until August 5, 1995 a revolving credit in favor of the
Borrower in aggregate principal at any one time outstanding not to exceed
$4,250,000 (the "Commitment"). Within the limits of the Commitment, the
Borrower may borrow, repay and reborrow under the terms of this Agreement;
provided, however, that the
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Borrower may neither borrow nor reborrow should there exist a Default
or an Event of Default (which has not been waived in accordance with the
terms of this Agreement). All Borrowings under the Commitment shall be
evidenced by a single Revolving Credit Note payable to the Bank in the form
of Exhibit A attached hereto with appropriate insertions. The Revolving
Credit Note shall be dated the date hereof, shall be payable to the order
of the Bank in a principal amount equal to the Commitment, shall bear
interest as hereinafter provided and shall mature on August 5, 1995 or
sooner should the principal and accrued interest thereon be declared
immediately due and payable as provided for hereinafter (the "Termination
Date"). The aggregate principal amount of each Borrowing under the
Commitment shall be not less than $100,000.00 and shall be in integral
multiples of $50,000.00. The Bank shall not have any obligation to advance
funds in excess of the amount of the Commitment."
2. The Loan Agreement is hereby amended by deleting Exhibit "A"
attached thereto in its entirety and substituting therefor Exhibit "A" attached
hereto and incorporated herein by this reference.
3. This Fourth Amendment shall be effective upon the receipt of the
Bank of a duly executed counterpart of this Fourth Amendment in its office in
Atlanta, Georgia together with duly executed revolving credit note in the form
of Exhibit "A" attached hereto. Upon such receipt all references to the Loan
Agreement shall mean the Loan Agreement as amended by this Fourth Amendment,
all references to the "Revolving Credit Note" or "Note" shall mean the
revolving credit note delivered pursuant hereto, and all references to the
"Termination Date" shall mean the Termination Date as defined in this Fourth
Amendment. Except as expressly provided in this Fourth Amendment, the
execution and delivery of this Fourth 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 Fourth Amendment, the Loan Agreement shall remain
in force and effect.
4. This Fourth Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
5. This Fourth 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 Fourth Amendment
to be executed and delivered by their duly authorized officers as of the day
and year first above written on this 5th day of August, 1994.
INTERFACE FLOORING SYSTEMS, INC.
By: /s/ Daniel T. Hendrix
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Daniel T. Hendrix
Title: Vice President
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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, CONSENTED TO AND AGREED
AS OF THE 5TH DAY OF AUGUST, 1994:
INTERFACE, INC.
By: /s/ Daniel T. Hendrix
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Daniel T. Hendrix
Title: Vice President
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THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE TERMS OF THE
FOREGOING FOURTH AMENDMENT AND HEREBY RATIFY AND CONFIRM THAT THE GUARANTY
AGREEMENTS REMAIN IN FULL FORCE AND EFFECT AS OF THIS 5TH DAY OF AUGUST, 1994:
INTERFACE, INC.
By: /s/ Daniel T. Hendrix
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Daniel T. Hendrix
Title: Vice President
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INTERFACE EUROPE, INC., formerly,
Interface International, Inc.
By: /s/ Daniel T. Hendrix
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Daniel T. Hendrix
Title: Vice President
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ROCKLAND REACT-RITE, INC.
By: /s/ Daniel T. Hendrix
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Daniel T. Hendrix
Title: Vice President
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INTERFACE RESEARCH CORPORATION
By: /s/ Daniel T. Hendrix
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Daniel T. Hendrix
Title: Vice President
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PANDEL, INC.
By: /s/ Daniel T. Hendrix
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Daniel T. Hendrix
Title: Vice President
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EXHIBIT A
REVOLVING CREDIT NOTE
U.S. $4,250,000.00 August 5, 1994
Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned INTERFACE FLOORING SYSTEMS, INC., a Georgia
corporation (herein called the "Company"), hereby promises to pay to the order
of TRUST COMPANY BANK, a Georgia banking corporation (herein, together with any
subsequent holder hereof, called the "Bank"), the lesser of (i) the principal
sum of FOUR MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($4,250,000.00) or (ii) outstanding principal amount of the Borrowings made by
the Company pursuant to the terms of the Loan Agreement referred to below on
the earlier of (x) August 5, 1995 and (y) the date on which all amounts
outstanding under this Revolving Credit Note have become due and payable
pursuant to the provisions of Article VI of the Loan Agreement. The Company
likewise promises to pay interest on the outstanding principal amount of each
such Borrowing, at such interest rates, payable at such times, and computed in
such manner, as are specified in the Loan Agreement in strict accordance with
the terms thereof.
The Bank shall record all Borrowings made pursuant to the Loan
Agreement and all payments of principal of such Borrowings and, prior to any
transfer hereof, shall endorse such Borrowings and payments on the schedule
annexed hereto and made a part hereof, or on any continuation thereof which
shall be attached hereto and made a part hereof, which endorsement shall
constitute prima facie evidence of the accuracy of the information so endorsed;
provided, however, that delay or failure of the Bank to make any such
endorsement or recordation shall not affect the obligations of the Company
hereunder or under the Loan Agreement with respect to the Borrowings evidenced
hereby.
Any principal or interest (to the extent permitted by law) due under
this Revolving Credit Note that is not paid on the due date therefor, whether
on the maturity date, or resulting from the acceleration of maturity upon the
occurrence of an Event of Default, shall bear interest from the date due to
payment in full at the rate as provided in Section 2.15 of the Loan Agreement.
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All payments of principal and interest shall be made in lawful money of
the United States of America in immediately available funds at the office of
the Bank specified in the Loan Agreement.
This Revolving Credit Note is issued pursuant to, and is the Revolving
Credit Note referred to in, the Loan Agreement dated as of August 5, 1991 among
the Company, Interface, Inc., a Georgia corporation, and the Bank, as amended
by that certain First Amendment to Revolving Credit Loan Agreement dated as of
June 30, 1992, as further extended and amended by that certain Fourth Amendment
to Revolving Credit Loan Agreement dated as of August 5, 1993, as further
amended by that certain Third Amendment to Revolving Credit Agreement dated as
of June 15, 1994 and as further extended and amended by that certain Fourth
Amendment to Revolving Credit Agreement dated as of even date herewith (as the
same may be further amended, modified and supplemented from time to time, the
"Loan Agreement"), and the Bank is and shall be entitled to all benefits
thereof and all Guaranties executed and delivered to the Bank in connection
therewith. Terms defined in the Loan Agreement are used herein with the same
meaning. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated
events.
The Company agrees to make payments of principal on the dates and in
the amounts specified in the Loan Agreement in strict accordance with the terms
thereof.
This Revolving Credit Note may be prepaid in whole or in part without
premium or penalty but with accrued interest on the principal amount prepaid to
the date of prepayment in accordance with the terms and conditions of Section
2.06 of the Loan Agreement.
In case an Event of Default shall occur and be continuing, the
principal and all accrued interest of this Revolving Credit Note may
automatically become, or be declared, due and payable in the manner and with
the effect provided in the Loan Agreement. The Company agrees to pay, and save
the Bank harmless against any liability for the payment of, all reasonable
out-of-pocket costs and expenses, including reasonable attorneys' fees actually
incurred, arising in connection with the enforcement by the Bank of any of its
rights under this Revolving Credit Note or the Loan Agreement.
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This Revolving Credit Note has been executed and delivered in Georgia
and the rights and obligations of the Bank and the Company hereunder shall be
construed in accordance with and governed by the laws (without giving effect to
the conflict of law principles thereof) of the State of Georgia.
This Revolving Credit Note extends and replaces that certain Revolving
Credit Note dated as of August 5, 1991 made by the Company to the Bank in the
principal amount hereof and is not being given by the Company or accepted by
the Bank as a novation thereof.
The Company expressly waives any presentment, demand, protest or notice
in connection with this Revolving Credit Note, now or hereafter required by
applicable law. Time is of the essence of this Revolving Credit Note.
IN WITNESS WHEREOF, the Company has caused this Revolving Credit Note
to be executed and delivered by its duly authorized officers as of the date
first above written.
INTERFACE FLOORING SYSTEMS, INC.
By: /s/ Daniel T. Hendrix
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Name: Daniel T. Hendrix
Title: Vice President and
Treasurer
Attest: /s/ Raymond S. Willoch
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Name: Raymond S. Willoch
Title: Assistant Secretary
[CORPORATE SEAL]
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Revolving Credit Note (cont'd)
BORROWINGS AND PAYMENTS OF PRINCIPAL
Last Day of
Amount Amount of Applicable
of Interest Principal Interest Notation
Date Borrowing Rate Prepaid Period Made By
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