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.
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:
|
|
Maintenance of Properties; Insurance; Books and
Records; Compliance with Law
|
|
|
|
|
|
|
|
|
Limitation on Indebtedness and Issuance of
Redeemable Capital Stock
|
|
|
|