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Title: |
Purchase Agreement |
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Entities: |
First Union National Bank; First Union Securities, Inc.; Fleet Securities, Inc.; Interface Inc; Interface, Inc.; Salomon Smith Barney Inc.; Suntrust Capital Markets, Inc.; Kilpatrick Stockton; Smith, Gambrell & Russell |
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Date: |
2002 |
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Size: |
Preview shows 15KB of 105KB total |
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Price: |
$37 |
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ID: |
#1607275 |
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INTERFACE, INC.
$175,000,000
10 3/8% Senior Notes Due 2010
Purchase Agreement
New York, New York
January 11, 2002
Salomon Smith Barney Inc.
First Union Securities, Inc.
SunTrust Capital Markets, Inc.
Fleet Securities, Inc.
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Interface, Inc., a corporation organized under the laws of the state
of Georgia (the "Company"), proposes to issue and sell to the several parties
named in Schedule I hereto (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, $175,000,000 principal amount
of its 10 3/8% Senior Notes Due 2010 (the "Notes"). The Notes will be
guaranteed, jointly and severally, on an unsecured senior basis (the
"Guarantees") as to principal, premium, if any, and interest by the subsidiary
guarantors listed on Schedule III hereto (the "Subsidiary Guarantors") (the
Notes and the Guarantees, collectively, are referred to as the "Securities").
The Securities are to be issued under an indenture (the "Indenture"), to be
dated as of January 16, 2002, between the Company, as issuer, the Subsidiary
Guarantors and First Union National Bank, as trustee (the "Trustee"). The
Securities have the benefit of a registration rights agreement (the
"Registration Rights Agreement"), dated as of January 11, 2002, between the
Company and the Initial Purchasers, pursuant to which the Company has agreed to
register the Securities under the Act subject to the terms and conditions
therein specified. To the extent there are no additional parties listed on
Schedule I other than you, the term Representatives as used herein shall mean
you as the Initial Purchasers, and the terms Representatives and Initial
Purchasers shall mean either the singular or plural as the context requires. The
use of the neuter in this Agreement shall include the feminine and masculine
wherever appropriate. Certain terms used herein are defined in Section 17
hereof.
The sale of the Securities to the Initial Purchasers will be made
without registration of the Securities under the Act in reliance upon
exemptions from the registration requirements of the Act.
In connection with the sale of the Securities, the Company has
prepared a preliminary offering memorandum, dated January 7, 2002 (as amended
or supplemented at the Execution Time, including any and all exhibits thereto
and any information incorporated by reference therein, the "Preliminary
Memorandum"), and a final offering memorandum, dated January 11, 2002 (as
amended or supplemented at the Execution Time, including any and all exhibits
thereto and any information incorporated by reference therein, the "Final
Memorandum"). Each of the Preliminary Memorandum and the Final Memorandum sets
forth certain information concerning the Company and the Securities. The
Company hereby confirms that it has authorized the use of the Preliminary
Memorandum and the Final Memorandum, and any amendment or supplement thereto,
in connection with the offer and sale of the Securities by the Initial
Purchasers.
1. Representations and Warranties. The Company represents and
warrants to each Initial Purchaser as set forth below in this Section 1.
(a) The Preliminary Memorandum, at the date thereof, did
not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
At the Execution Time, on the Closing Date and on any settlement date,
the Final Memorandum did not, and will not (and any amendment or
supplement thereto, at the date thereof, at the Closing Date and on
any settlement date, will not), contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes
no representation or warranty as to the information contained in or
omitted from the Preliminary Memorandum or the Final Memorandum, or
any amendment or supplement thereto, in reliance upon and in
conformity with information furnished in writing to the Company by or
on behalf of the Initial Purchasers through the Representatives
specifically for inclusion therein.
(b) Neither the Company, nor any of its Affiliates, nor
any person acting on its or their behalf has, directly or indirectly,
made offers or sales of any security, or solicited offers to buy or
otherwise negotiated in respect of any securities of the Company of
any class such that, as a result of the doctrine of "integration"
referred to in Rule 502 under the Securities Act, such offer and sale
would be rendered invalid or unavailable (for the purpose of (i) the
sale of the Notes by the Company to the Initial Purchasers, (ii) the
resale of the Notes by the Initial Purchasers or (iii) the further
resale of the Notes) the exemption from the registration requirements
of the Securities Act provided by Section 4(2) thereof or by Rule 144A
or by Regulation S thereunder or otherwise.
(c) Neither the Company, nor any of its Affiliates, nor
any person acting on its or their behalf has engaged in any form of
general solicitation or general advertising (within the meaning of
Regulation D) in connection with any offer or sale of the Securities
in the United States.
(d) The Securities satisfy the eligibility requirements
of Rule 144A(d)(3) under the Act.
2
(e) Neither the Company, nor any of its Affiliates, nor
any person acting on its or their behalf has engaged in any directed
selling efforts with respect to the Securities, and each of them has
complied with the offering restrictions requirement of Regulation S.
Terms used in this paragraph have the meanings given to them by
Regulation S.
(f) The Company has been advised by the NASD's PORTAL
Market that the Securities have been designated PORTAL-eligible
securities in accordance with the rules and regulations of the NASD.
(g) The Company is not, and after giving effect to the
offering and sale of the Securities and the application of the
proceeds thereof as described in the Final Memorandum will not be, an
"investment company" within the meaning of the Investment Company Act.
(h) The Company is subject to and is in compliance with
the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act in all material respects.
(i) The Company has not paid or agreed to pay to any
person any compensation for soliciting another to purchase any
Securities of the Company (except as contemplated by this Agreement).
(j) The Company has not taken, directly or indirectly,
any action designed to cause or which has constituted or which might
reasonably be expected to cause or result, under the Exchange Act or
otherwise, in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the
Securities.
(k) The information provided by the Company pursuant to
Section 5(h) hereof will not, at the date thereof, contain any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(l) Each of the Company and its Subsidiaries (as defined
below) has been duly incorporated or organized and is validly existing
as a corporation or limited liability company in good standing under
the laws of the jurisdiction in which it is chartered or organized
with full corporate power and authority to own or lease, as the case
may be, and to operate its properties and conduct its business as
described in the Final Memorandum, and is duly qualified to do
business as a foreign corporation and is in good standing under the
laws of each jurisdiction which requires such qualification, except
where the failure so to register or qualify or be in good standing
would, individually or in the aggregate, not have a material adverse
effect on the condition (financial or otherwise), business, earnings,
prospects, properties, net worth or results of operations of the
Company and its Subsidiaries (as defined below) taken as a whole (a
"Material Adverse Effect"). All of the Company's subsidiaries (as
defined in the Act), exclusive of the subsidiaries listed on Schedule
II hereto (the "Inactive Subsidiaries"), are referred to herein
individually as "Subsidiary" and collectively as "Subsidiaries." None
of the
3
Inactive Subsidiaries is engaged in any material business activities
or operations or has any material assets or liabilities.
(m) All the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and (except for (i) directors'
qualifying shares and nominal investments by foreign nationals
mandated by applicable law, or similar interests and (ii) Shanghai
Interface Carpet Co., Ltd. and Interface Modernform Co. Ltd., which
are majority owned subsidiaries of the Company), all outstanding
shares of capital stock of the subsidiaries are owned by the Company
either directly or through wholly owned subsidiaries free and clear of
any perfected security interest or any other security interests,
claims, liens or encumbrances, except as described or referenced in
the Final Memorandum.
(n) The Securities conform in all material respects to
the description thereof contained in the Final Memorandum.
(o) The statements in the Final Memorandum under the
headings "Description of Certain Indebtedness and Other Obligations,"
"Description of the Notes," and "U.S. Federal Income Tax
Considerations" fairly summarize the matters therein described.
(p) This Agreement has been duly authorized, executed
and delivered by the Company and the Subsidiary Guarantors; the
Indenture has been duly authorized and, assuming due authorization,
execution and delivery thereof by the Trustee, when executed and
delivered by the Company and the Subsidiary Guarantors, will
constitute a legal, valid, binding instrument enforceable against the
Company and the Subsidiary Guarantors in accordance with its terms
(except as enforcement thereof may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect and
to general principles of equity); the Notes have been duly authorized,
and, when executed and authenticated in accordance with the provisions
of the Indenture and delivered to and paid for by the Initial
Purchasers, will have been validly issued and delivered by the Company
and will constitute valid and binding obligations of the Company
entitled to the benefits of the Indenture and enforceable in
accordance with their terms (except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect and
to general principles of equity); the Guarantees have been duly
authorized by the Subsidiary Guarantors and, when the Notes and
Guarantees have been executed by the Company and the Subsidiary
Guarantors, respectively, and authenticated by the Trustee in
accordance with the Indenture and delivered to the Initial Purchasers
against payment therefor in accordance with the terms hereof, will
constitute valid and binding obligations of the Subsidiary Guarantors
entitled to the benefits of the Indenture and enforceable in
accordance with their terms, (except as enforcement thereof may be
limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights generally from
time to time in effect and to general principles of equity); and the
Registration Rights Agreement has been duly authorized and, when
executed and delivered by the Company, will constitute the legal,
valid, binding and enforceable instrument of the Company (except as
enforcement thereof may be limited by applicable bankruptcy,
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