Exhibit 10.27
LIMITED WAIVER TO
RECEIVABLES SALE AGREEMENT
This Limited Waiver to Receivables Sale Agreement (this
"Limited Waiver") is entered into as of December 31, 2000, by and between
Interface, Inc., a Georgia corporation ("Originator") and Interface
Securitization Corporation, a Delaware corporation ("Buyer"). Unless defined
elsewhere herein, capitalized terms used in this Limited Waiver shall have the
meanings assigned to such terms in the Sale Agreement (as defined below) (or, if
not defined therein, the meaning assigned to such term in the Purchase
Agreement).
PRELIMINARY STATEMENTS
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Each of the parties hereto entered into a certain Receivables
Sale Agreement, dated as of December 19, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "Sale Agreement").
Originator desires to enter into a certain First Amendment and
Limited Waiver to the Receivables Transfer Agreement of even date herewith (the
"Transfer Agreement Amendment"), pursuant to which Interface Americas, Inc., a
Georgia corporation, will become an Original Seller party to the Transfer
Agreement and Prince Street Technologies, Ltd. and Bentley Mills, Inc.
("Bentley") will be permitted to merge, with Bentley being the surviving
corporation.
Under the terms of the Sale Agreement, the Seller's consent is
required in order for Originator to enter into the Transfer Agreement, which
consent the Originator has requested.
The Seller is willing to give such consent in accordance with
the terms and upon the conditions set forth herein.
AGREEMENT
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NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Consent. Subject to the terms and conditions set forth
herein and upon the effectiveness of this Limited Waiver, Buyer hereby consents
to the Originator's execution and delivery of the Transfer Agreement Amendment
and the performance of its obligations thereunder.
2. Limited Waiver. Subject to the terms and conditions set
forth herein and upon the effectiveness of this Limited Waiver, Buyer hereby
waives any Termination Event or Potential Termina tion Event that may arise
under Section 5.1(h) of the Sale Agree ment as a result of Originator's waiver
as set forth in Section 3 of the Transfer Agreement Amendment.
3. [This Section Intentionally Reserved.]
4. Representations and Warranties. The Originator represents
and warrants, as of the date hereof, that after giving effect to this Limited
Waiver:
(a) all of the representations and warranties of the
Originator contained in the Sale Agreement and in each other document
or certificate delivered in connection therewith (other than those that
expressly speak only as of a different date), are true and correct; and
(b) no Termination Event or Potential Termination Event of
Termination has occurred and is continuing.
5. Conditions to Effectiveness of Limited Waiver. The
effective ness of this Limited Waiver is subject to the satisfaction of the
following conditions precedent:
(a) Limited Waiver. This Limited Waiver shall have been duly
executed and delivered by each of the parties hereto.
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(b) Officer's Certificate. The Buyer shall have received a
certificate of the Originator, in the form of Exhibit A hereto,
certifying as to matters set forth in Sections 4(a) and (b) of this
Limited Waiver.
(c) Waivers and Amendments. The Buyer shall have received duly
executed copies of (i) all consents from and authorizations by any
Persons and (ii) all waivers and amendments to existing credit
facilities, that are necessary in connection with this Limited Waiver.
(d) UCC-3 Financing Statements. The Buyer shall have received
duly executed proper financing statements for all jurisdictions as may
be necessary or, in the opinion of Buyer (or its assigns), desirable,
under the UCC of all appropriate jurisdictions or any comparable law in
connection with this Limited Waiver.
(e) Agent's Consent. The Agent shall have waived the Amorti-
zation Event that would otherwise have occurred pursuant to the terms
of Section 9.1(j) of the Receivables Purchase Agreement as a result of
the Buyer's waiver as set forth in Section 2 of this Limited Waiver.
(f) The Buyer shall have received each of the documents set
forth in Section 5(g) of the Transfer Agreement Amendment.
6. Effect of Limited Waiver. (a) The and waiver set forth
herein is effective solely for the purposes set forth herein and shall be
limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Sale
Agreement or any other Transaction Document or of any other instrument or
agreement referred to therein, except as set forth herein, or (ii) prejudice any
right or remedy that the Buyer, the Agent, the Financial Institutions and the
Company may now have or may have in the future under or in connection with the
Sale Agreement or any other Transaction Document or any other instrument or
agreement referred to therein. This Limited Waiver shall be construed in
connection with and as part of the Sale Agreement and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Sale
Agreement and each other instrument or agreement referred to therein, except as
herein amended, are hereby ratified and confirmed and shall remain in full force
and effect.
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(b) The Originator hereby agrees to pay all costs, fees and
expenses in connection with the preparation, execution and delivery of
this Limited Waiver (including the reasonable fees and expenses of
counsel to the parties hereto).
(c) This Limited Waiver may be executed in any number of
counterparts, each such counterpart constituting an original and all of
which when taken together shall constitute one and the same instrument.
(d) Any provision contained in this Limited Waiver that is
held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or
invalid without affecting the operation, enforceability or validity of
the remaining provisions of this Limited Waiver in that jurisdiction or
the operation, enforceability or validity of such provision in any
other jurisdiction.
(e) THIS LIMITED WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their duly authorized officers as of
the date hereof.
INTERFACE, INC.
By: /s/ Daniel T. Hendrix
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Name: Daniel T. Hendrix
Title: Executive Vice President, CFO,
Treasurer and Assistant
Secretary
Address: 2859 Paces Ferry Road,
Suite 2000
Atlanta, GA 30339
INTERFACE SECURITIZATION CORPORATION
By: /s/ Daniel T. Hendrix
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Name: Daniel T. Hendrix
Title: President, Treasurer and
Assistant Secretary
Address: c/o Interface, Inc.
2859 Paces Ferry Road,
Suite 2000
Atlanta, GA 30339
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