Exhibit 99.1
FOURTH AMENDMENT TO
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of September 30, 2005, by and among Interface,
Inc., Interface Europe Ltd., and Interface Europe B.V. (each a "Borrower" and,
collectively, the "Borrowers"); the "Subsidiary L/C Account Parties" listed on
the signature pages hereto; the "Lenders" listed on the signature pages hereto;
and Wachovia Bank, National Association, as Domestic Agent, Multicurrency Agent
and Collateral Agent (in each of such capacities, the "Agent").
W I T N E S S E T H:
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WHEREAS, the Borrowers, the Subsidiary L/C Account Parties, the
Lenders, the L/C Issuers, and the Agent executed and delivered that certain
Fifth Amended and Restated Credit Agreement dated as of June 17, 2003, as
amended by that certain First Amendment to Fifth Amended and Restated Credit
Agreement dated as of March 30, 2004, that certain Second Amendment to Fifth
Amended and Restated Credit Agreement and Waiver dated as of December 29, 2004,
and that certain Third Amendment to Fifth Amended and Restated Credit Agreement
dated as of June 14, 2005 (as the same may be amended, restated, supplemented,
or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, the Borrowers have requested, and the Agent, the Lenders, and
the L/C Issuers have, subject to the terms and conditions set forth herein,
agreed to, certain amendments to the Credit Agreement as described below;
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrowers, the Subsidiary L/C
Account Parties, the Lenders party hereto, the L/C Issuers party hereto, and the
Agent hereby covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein, each term
used herein which is defined in the Credit Agreement shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof,"
"hereunder," "herein," and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.
2. Amendments to Credit Agreement.
(a) Schedule 6.18 of the Credit Agreement is hereby amended by deleting
Item B under the Section entitled "Other Indebtedness" in its entirety and
substituting the following therefor:
B. [Reserved]
(b) Schedule 6.18 of the Credit Agreement is hereby amended by deleting
Item G under the Section entitled "Other Indebtedness" in its entirety and
substituting the following therefor:
G. [Reserved]
(c) Schedule 6.18 of the Credit Agreement is hereby amended by deleting
Item L under the Section entitled "Other Indebtedness" in its entirety and
substituting the following therefor:
L. [Reserved]
(d) Schedule 8.01(m) to this Amendment is hereby deemed added to the
Credit Agreement as Schedule 8.01(m) to the Credit Agreement.
(e) Section 8.01(m) of the Credit Agreement is hereby amended so that
it reads, in its entirety, as follows:
(m) (i) Indebtedness described on Schedule 8.01(m)
attached hereto, and the extension, renewal, and replacement
thereof for principal amounts not in excess of the respective
principal amounts shown on Schedule 8.01(m), and (ii) other
Indebtedness (but not Intercompany Loans or Investments
permitted by Sections 8.05(c)) at any one time outstanding not
to exceed $10,000,000.
(f) Section 8.02(a) of the Credit Agreement is hereby amended so that
it reads, in its entirety, as follows:
(a) (i) Liens existing on the Closing Date and not
otherwise permitted under this Section 8.02, as more
particularly described on Schedule 8.02;
(ii) liens on the assets of Interface Australia
Pty Ltd., Interface Australia Holdings Pty Ltd., Interface
Manufacturing Pty Ltd., and Interface Services Pty Ltd.,
securing the obligations of such entities with respect to the
Indebtedness described on Schedule 8.01(m);
(iii) liens on the assets of Interface Europe
B.V., Interface Scherpenzeel B.V., Interface Nederland B.V.,
Interface Flooring B.V., Interface Belgium B.V., Interface
International B.V., Interface Eastern Europe B.V., and Heuga
Home Flooring B.V., securing the obligations of such entities
with respect to the Indebtedness described on Schedule
8.01(m); and
(iv) liens on the assets of Interface Flooring
Systems (Canada), Inc., securing the obligations of such
entity with respect to the Indebtedness described on Schedule
8.01(m).
3. Restatement of Representations and Warranties. Each of the Borrowers
and the Subsidiary L/C Account Parties hereby restates and renews each and every
representation and warranty heretofore made by it in the Credit Agreement and
the other Credit Documents as fully as if made on the date hereof and after
giving effect to the terms of this Amendment.
4. Effect of Amendment. Except as set forth expressly hereinabove, all
terms of the Credit Agreement and the other Credit Documents shall be and remain
in full force and effect,
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and shall constitute the legal, valid, binding and enforceable obligations of
the Borrowers and the Subsidiary L/C Account Parties. The amendments contained
herein shall be deemed to have prospective application only, unless otherwise
specifically stated herein.
5. Ratification. Each of the Borrowers and the Subsidiary L/C Account
Parties hereby restates, ratifies and reaffirms each and every term, covenant
and condition set forth in the Credit Agreement and the other Credit Documents
effective as of the date hereof.
6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which may be delivered by facsimile and which when so executed and delivered
(including counterparts delivered by facsimile) shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one
and the same instrument.
7. Section References. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.
8. No Default. To induce the Agent, the Lenders party hereto, and the
L/C Issuers party hereto to enter into this Amendment and to continue to make
advances pursuant to the Credit Agreement, each of the Borrowers and the
Subsidiary L/C Account Parties hereby acknowledges and agrees that, as of the
date hereof, and after giving effect to the terms hereof, there exists (i) no
Default or Event of Default (including, without limitation, with respect to
Section 9.06 of the Credit Agreement as it relates to the Senior Subordinated
Notes Indenture, the Existing Senior Notes Indenture, and the Additional Senior
Notes Indenture) and (ii) no right of offset, defense, counterclaim, claim or
objection in favor of any of the Borrowers or any of the Subsidiary L/C Account
Parties arising out of or with respect to any of the Loans or other obligations
of the Borrowers or the Subsidiary L/C Account Parties owed to the Lenders or
the L/C Issuers under the Credit Agreement or the other Credit Documents.
9. Further Assurances. Each of the Borrowers and the Subsidiary L/C
Account Parties agrees to take such further actions as the Agent shall
reasonably request in connection herewith to evidence the amendments herein
contained.
10. Governing Law. This Amendment shall be governed by and construed
and interpreted in accordance with, the laws of the State of New York (without
giving effect to the conflicts of law principles thereof, other than Section
5-1401 of the New York General Obligations Law).
11. Conditions Precedent. This Amendment shall become effective only
upon execution and delivery of (i) this Amendment by each of the Borrowers, each
of the Subsidiary L/C Account Parties, the Agent (in its capacities as Domestic
Agent, Multicurrency Agent, and Collateral Agent), the Required Lenders, and the
L/C Issuers and (ii) the acknowledgement and agreement of the other Credit
Parties in the form attached hereto.
[SIGNATURES ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, each of the Borrowers, the Subsidiary L/C Account
Parties, the Agent (in its capacities as Domestic Agent, Multicurrency Agent,
and Collateral Agent), the Lenders, and the L/C Issuers has caused this
Amendment to be duly executed, under seal, by its duly authorized officer as of
the day and year first above written.
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Domestic Agent,
Multicurrency Agent, Collateral Agent,
Domestic L/C Issuer, UK Multicurrency L/C
Issuer, and as a Lender
By: /s/ Joseph L. White
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Name: Joseph L. White
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Title: Director
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BANK OF AMERICA, N.A., (as successor in
interest to Fleet Business Capital
Corporation), as a Lender
By: /s/ Sherry Lail
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Name: Sherry Lail
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Title: SVP
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GENERAL ELECTRIC CAPITAL CORPORATION (for
itself and as successor in interest to
Transamerica Business Capital Corporation),
as a Lender
By: /s/ William R. Doolittle
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Name: William R. Doolittle
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Title: Duly Authorized Signatory
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THE CIT GROUP/COMMERCIAL SERVICES, INC., as
a Lender
By: /s/ M. Kim Carpenter
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Name: M. Kim Carpenter
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Title: Vice President
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SIEMENS FINANCIAL SERVICES, INC., as a
Lender
By: /s/ Frank Amodio
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Name: Frank Amodio
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Title: Vice President - Credit
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BORROWERS:
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INTERFACE, INC.
By: /s/ Patrick C. Lynch
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Name: Patrick C. Lynch
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Title: Vice President
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INTERFACE EUROPE B.V.
INTERFACE EUROPE LTD.
By: /s/ Raymond S. Willoch
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Name: Raymond S. Willoch
--------------------------------------
Title: Director
-------------------------------------
SUBSIDIARY L/C ACCOUNT PARTIES:
-------------------------------
INTERFACE FLOORING SYSTEMS, INC.
INTERFACE FABRICS, INC.
INTERFACE ARCHITECTURAL RESOURCES, INC.
By: /s/ Patrick C. Lynch
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Name: Patrick C. Lynch
--------------------------------------
Title: Vice President
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ACKNOWLEDGMENT AND AGREEMENT OF OTHER CREDIT PARTIES
Each of the following has caused this Amendment to be duly executed, under seal,
by its duly authorized officer as of the day and year first above written,
thereby evidencing its acknowledgement and agreement to the same and its
reaffirmation (in light of the content of such Amendment) of all of its
obligations and covenants under the Credit Documents to which it is a party
(including, without limitation, the Domestic Guaranty Agreements or UK Guaranty
and Security Agreement):
OTHER CREDIT PARTIES:
--------------------
BENTLEY PRINCE STREET, INC. (f/k/a BENTLEY
MILLS, INC.)
BENTLEY MILLS, INC. (f/k/a BENTLEY ROYALTY
COMPANY)
INTERFACE FABRICS ELKIN, INC. (f/k/a
CHATHAM, INC.)
COMMERCIAL FLOORING SYSTEMS, INC.
FLOORING CONSULTANTS, INC.
INTERFACE FABRICS GUILFORD, INC. (f/k/a
GUILFORD OF MAINE, INC.)
INTERFACE AMERICAS, INC.
INTERFACE ARCHITECTURAL RESOURCES, INC.
INTERFACE FABRICS, INC.
INTERFACE FABRICS MARKETING, INC. (f/k/a
INTERFACE FABRICS GROUP MARKETING COMPANY)
INTERFACE OVERSEAS HOLDINGS, INC.
INTERFACE TEKNIT, INC.
INTERFACEFLOR, INC.
INTERFACE GLOBAL COMPANY APS
PANDEL, INC.
QUAKER CITY INTERNATIONAL, INC.
RE:SOURCE AMERICAS ENTERPRISES, INC.
RE:SOURCE MINNESOTA, INC.
RE:SOURCE NORTH CAROLINA, INC.
RE:SOURCE NEW YORK, INC.
RE:SOURCE OREGON, INC.
RE:SOURCE SOUTHERN CALIFORNIA, INC.
RE:SOURCE WASHINGTON, D.C., INC.
SOUTHERN CONTRACT SYSTEMS, INC.
SUPERIOR/REISER FLOORING RESOURCES, INC.
INTERFACE FABRICS FINISHING, INC.
By: /s/ Patrick C. Lynch
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Name: Patrick C. Lynch
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Title: Vice President
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STRATEGIC FLOORING SERVICES, INC.
By: /s/ Keith E. Wright
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Name: Keith E. Wright
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Title: Treasurer
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INTERFACE REAL ESTATE HOLDINGS, LLC,
By: BENTLEY PRINCE STREET, INC. (F/K/A
BENTLEY MILLS, INC.), its sole member
By: /s/ Patrick C. Lynch
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Name: Patrick C. Lynch
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Title: Vice President
INTERFACE AMERICAS HOLDINGS, LLC,
By: INTERFACE, INC., its manager
By: /s/ Patrick C. Lynch
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Name: Patrick C. Lynch
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Title: Vice President
INTERFACE AMERICAS RE:SOURCE TECHNOLOGIES,
LLC,
By: INTERFACE FLOORING SYSTEMS, INC., its
sole member
By: /s/ Patrick C. Lynch
-----------------------------------------
Name: Patrick C. Lynch
---------------------------------------
Title: Vice President
--------------------------------------
INTERFACE FABRICS LIMITED
By: /s/ Raymond S. Willoch
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Name: Raymond S. Willoch
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Title: Director
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