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FOURTH SUPPLEMENTAL INDENTURE

Addendum or Modifications

FOURTH SUPPLEMENTAL INDENTURE | Document Parties: INTERFACE INC | Bentley Mills, Inc | Bentley Prince Street, Inc | Commercial Flooring Systems, Inc | First Union National Bank | Flooring Consultants, Inc | Interface Americas Holdings, LLC | Interface Americas Re:Source Technologies, LLC | Interface Americas, Inc | Interface Architectural Resources, Inc | Interface Global Company | Interface Overseas Holdings, Inc | Interface Real Estate Holdings, LLC | Interface, Inc | InterfaceFLOR, LLC | InterfaceSERVICES, Inc | Quaker City International, Inc | Re:Source Americas Enterprises, Inc | Re:Source Minnesota, Inc | Re:Source New York, Inc | Re:Source North Carolina, Inc | Re:Source Oregon, Inc | Re:Source Southern California, Inc | Re:Source Washington, DC, Inc | Southern Contract Systems, Inc | Superior/Reiser Flooring Resources, Inc | US Bank National Association You are currently viewing:
This Addendum or Modifications involves

INTERFACE INC | Bentley Mills, Inc | Bentley Prince Street, Inc | Commercial Flooring Systems, Inc | First Union National Bank | Flooring Consultants, Inc | Interface Americas Holdings, LLC | Interface Americas Re:Source Technologies, LLC | Interface Americas, Inc | Interface Architectural Resources, Inc | Interface Global Company | Interface Overseas Holdings, Inc | Interface Real Estate Holdings, LLC | Interface, Inc | InterfaceFLOR, LLC | InterfaceSERVICES, Inc | Quaker City International, Inc | Re:Source Americas Enterprises, Inc | Re:Source Minnesota, Inc | Re:Source New York, Inc | Re:Source North Carolina, Inc | Re:Source Oregon, Inc | Re:Source Southern California, Inc | Re:Source Washington, DC, Inc | Southern Contract Systems, Inc | Superior/Reiser Flooring Resources, Inc | US Bank National Association

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Title: FOURTH SUPPLEMENTAL INDENTURE
Governing Law: New York     Date: 6/2/2009
Industry: Textiles - Non Apparel     Sector: Consumer Cyclical

FOURTH SUPPLEMENTAL INDENTURE, Parties: interface inc , bentley mills  inc , bentley prince street  inc , commercial flooring systems  inc , first union national bank , flooring consultants  inc , interface americas holdings  llc , interface americas re:source technologies  llc , interface americas  inc , interface architectural resources  inc , interface global company , interface overseas holdings  inc , interface real estate holdings  llc , interface  inc , interfaceflor  llc , interfaceservices  inc , quaker city international  inc , re:source americas enterprises  inc , re:source minnesota  inc , re:source new york  inc , re:source north carolina  inc , re:source oregon  inc , re:source southern california  inc , re:source washington  dc  inc , southern contract systems  inc , superior/reiser flooring resources  inc , us bank national association
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FOURTH SUPPLEMENTAL INDENTURE

 

This Fourth Supplemental Indenture is dated as of May 27, 2009 (this “ Supplemental Indenture ”), among Interface, Inc., a Georgia corporation (the “ Company ”), Bentley Mills, Inc., a Nevada corporation; Bentley Prince Street, Inc., a Delaware corporation; Commercial Flooring Systems, Inc., a Pennsylvania corporation; Flooring Consultants, Inc., an Arizona corporation; FLOR, Inc., a Georgia corporation; Interface Americas Holdings, LLC, a Georgia limited liability company; Interface Americas, Inc., a Georgia corporation; Interface Americas Re:Source Technologies, LLC, a Georgia limited liability company; Interface Architectural Resources, Inc., a Michigan corporation; InterfaceFLOR, LLC, a Georgia limited liability company; Interface Global Company ApS, a Denmark and Delaware corporation; Interface Overseas Holdings, Inc., a Georgia corporation; Interface Real Estate Holdings, LLC, a Georgia limited liability company; InterfaceSERVICES, Inc., a Georgia corporation; Quaker City International, Inc., a Pennsylvania corporation; Re:Source Americas Enterprises, Inc., a Georgia corporation; Re:Source Minnesota, Inc., a Minnesota corporation; Re:Source New York, Inc., a New York corporation; Re:Source North Carolina, Inc., a North Carolina corporation; Re:Source Oregon, Inc., an Oregon corporation; Re:Source Southern California, Inc., a California corporation; Re:Source Washington, D.C., Inc., a Virginia corporation; Southern Contract Systems, Inc., a Georgia corporation; Superior/Reiser Flooring Resources, Inc., a Texas corporation  (collectively, the “ Guarantors ”), and U.S. Bank National Association (as successor to First Union National Bank, a national banking association), as trustee under the Indenture referred to below (the “ Trustee ”).

 

WITNESSETH:

 

WHEREAS , the Company and the Trustee are parties to an Indenture, dated as of January 17, 2002 (as subsequently supplemented, the “ Indenture ”), providing for the issuance of an aggregate principal amount of $175,000,000 of the Company’s 10.375% Senior Notes due 2010 (the “ Existing Notes ”); and

 

WHEREAS , the Company has solicited consents (the “ Consent Solicitation ”) from the Holders of the Existing Notes to certain proposed amendments to the Indenture (the “ Proposed Amendments ”) as set forth in Section 2.1 hereof, in accordance with the terms of an Offer to Purchase and Consent Solicitation Statement dated May 14, 2009 (the “ Offer to Purchase ”); and

 

WHEREAS , pursuant to Section 9.02 of the Indenture, with the consent of the Holders of not less than a majority in aggregate principal amount of the Existing Notes at the time outstanding, the Company, the Guarantors and the Trustee may enter into a supplemental indenture for the purpose of adopting the Proposed Amendments;

 

WHEREAS , pursuant to the Consent Solicitation, the Holders of a majority in aggregate principal amount of the outstanding Existing Notes have consented to the adoption of the Proposed Amendments;

 

WHEREAS , the Existing Notes are the only series of notes currently outstanding under the Indenture;

 

 

 

 


 

 

 

 

WHEREAS , the Supplemental Indenture complies with the provision of the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”); and

 

WHEREAS , the Supplemental Indenture has been approved by the Boards of Directors of the Company and the Guarantors or by duly authorized committees of such Boards, or by similar governing bodies or entities;

 

NOW, THEREFORE , in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

 

ARTICLE I

 

 

DEFINITIONS

 

SECTION 1.1   Defined Terms .  Capitalized terms not otherwise defined herein shall have the meaning given to them in the Indenture, except that the term “ Holders ” in this Supplemental Indenture shall refer to the “Holders” as defined in the Indenture and to the Trustee acting on behalf or for the benefit of such Holders.  The words “ herein ,” “ hereof’ and “ hereby ” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

 

 

 

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ARTICLE II

 

 

 

INDENTURE AMENDMENTS

 

SECTION 2.1   Deletion of Certain Articles, Sections and Subsections from the Indenture . The text of the following articles, sections and subsections of the Indenture shall be deleted from the Indenture:

 

Section 4.05

Maintenance of Properties; Insurance; Books and Records; Compliance with Law

Section 4.06

Compliance Certificate

Section 4.07

SEC Reports

Section 4.08

Limitation on Indebtedness and Issuance of Redeemable Capital Stock

S


 
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