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Document Preview First Supplemental Indenture |
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Title: |
First Supplemental Indenture |
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Date: |
2005 |
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Preview shows 4KB of 17KB total |
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$34 |
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ID: |
#1607164 |
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FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated
as of January 10, 2005, among Interface Global Company, ApS, a corporation
dually incorporated under the laws of Denmark and the State of Delaware (the
"GUARANTEEING SUBSIDIARY"), a Subsidiary of Interface, Inc. (or its permitted
successors), a Georgia corporation (the "COMPANY"), the Company, the Guarantors
(as defined in the Indenture referred to herein) and SunTrust Bank, as trustee
under the Indenture referred to below (the "TRUSTEE").
W I T N E S S E T H
WHEREAS, the Company and the Guarantors party thereto heretofore
executed and delivered to the Trustee an indenture (the "INDENTURE"), dated as
of February 4, 2004 providing for the issuance of 9.5% Senior Subordinated Notes
due 2014 (the "NOTES");
WHEREAS, the Indenture provides that under certain circumstances a
Material U.S. Subsidiary shall, and other Subsidiaries may, execute and deliver
to the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the Company's Obligations
under the Notes and the Indenture on the terms and conditions set forth herein
(the "GUARANTEE"); and
WHEREAS, pursuant to SECTION 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:
Section 1. CAPITALIZED TERMS.
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.
Section 2. AGREEMENT TO GUARANTEE.
The Guaranteeing Subsidiary signatory hereto hereby agrees as follows:
(a) Along with all other Guarantors, to jointly and
severally Guarantee to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of the Indenture, the Notes or the obligations of
the Company hereunder or thereunder, that:
1
(i) The principal of, premium, if any, and interest
(including any Special Interest), on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal,
premium, if any, of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder will be promptly paid in
full or performed, all in accordance with the terms hereof and
thereof.
(ii) In case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance
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