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EXHIBIT 10.24
AMENDMENT
Dated as of December 27, 1996
to
RECEIVABLES SALE AGREEMENT
Dated as of August 4, 1995
THIS AMENDMENT ("Amendment") dated as of December 27, 1996 is
entered into among Interface Securitization Corporation (the "Seller"),
Interface, Inc. ("Interface"), as the initial "Collection Agent" under the Sale
Agreement referred to below, Special Purpose Accounts Receivable Cooperative
Corporation (the "Purchaser") and Canadian Imperial Bank of Commerce, as
servicing agent (the "Servicing Agent").
PRELIMINARY STATEMENT. The Seller has entered into a
Receivables Sale Agreement dated as of August 4, 1995 with Interface, the
Purchaser and the Servicing Agent (as heretofore amended, the "Sale Agreement").
Capitalized terms used herein that are not otherwise defined herein shall have
the meanings assigned to such terms in the Sale Agreement. The Seller,
Interface, the Purchaser and the Servicing Agent have agreed, on the terms and
conditions stated below, to amend the Sale Agreement as hereinafter set forth.
SECTION 1. Amendments to the Sale Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the Sale
Agreement is, effective the date hereof, amended as set forth below:
1.1 Article I of the Sale Agreement is amended as follows:
(a) The definition therein of "Consent and Acknowledgment" is
amended to delete the phrase "dated as of the date hereof" appearing
therein.
(b) The definition therein of "Guilford" is amended to delete
such definition in its entirety and to substitute the following new
definition therefor:
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" 'Guilford' means Interface Interior Fabrics, Inc.
(formerly known as Guilford of Maine, Inc.), a Delaware
corporation."
(c) The definition therein of "Originator" is amended to
delete such definition in its entirety and to substitute the following
new definition therefor:
" 'Originator' means any of Bentley, Guilford,
Interface Flooring, Prince Street, Toltec, Intek, Intek
Marketing and Guilford Marketing; provided that, for purposes
of determining the Aged Receivables Ratio, the Dilution
Horizon, the Dilution Ratio or the Loss Reserve Ratio on any
date, such determination shall be made without regard to the
net sales made, or the Receivables originated, by Guilford or
Intek on or after (i) in the case of Guilford, the 'Effective
Date' under and as defined in the Guilford Assumption
Agreement and (ii) in the case of Intek, the 'Effective Date'
under and as defined in the Intek Assumption Agreement."
(d) The definition therein of "Parallel Sale Agreement" is
amended to delete such definition in its entirety and to substitute the
following new definition therefor:
" 'Parallel Sale Agreement' means that certain
Receivables Sale Agreement dated as of December 27, 1996 among
the Seller, Interface, certain financial institutions parties
thereto, and the PSA Agent, as the same may from time to time
be amended, restated supplemented or otherwise modified in
accordance with the terms of this Agreement."
(e) The definition therein of "PSA Agent" is amended to delete
such definition in its entirety and to substitute the following new
definition therefor:
" 'PSA Agent' means Canadian Imperial Bank of
Commerce, in its capacity as 'Administrative Agent' for the
PSA Purchasers under the Parallel Sale Agreement, and any
successor thereto in such capacity."
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(f) The definition therein of "Related Rights" is amended to
add, in the parenthetical clause, immediately after the word
"therewith", the following:
" including, without limitation, each Assumption
Agreement".
(g) The definition therein of "Sale Documents" is amended to
delete such definition in its entirety and to substitute the following
new definition therefor:
" 'Sale Documents' means this Agreement, the Parallel
Sale Agreement, the Transfer Agreements, the Assumption
Agreements, the Inventory Transfer Agreements, the Exhibits
hereto and thereto, and all other certificates, agreements and
documents executed from time to time by any Transaction Party
in favor of or otherwise for the benefit of the Purchaser, the
Servicing Agent, the PSA Purchasers, the PSA Agent or any
Transaction Party in connection with the transactions
contemplated in any of the foregoing."
(h) The definition therein of "Transfer Agreement" is amended
to add, immediately after the phrase "between the Seller and such
Originator", the following parenthetical clause:
" (whether such Originator is an original signatory
thereto or became a party to such agreement pursuant to an
Assumption Agreement)".
1.2 Article I of the Sale Agreement is further amended to add,
in appropriate alphabetical order, the following new definitions thereto:
" 'Assumption Agreement' means either the Guilford
Assumption Agreement or the Intek Assumption
Agreement."
" 'Guilford Marketing' means Guilford of Maine
Marketing Co., a Nevada corporation."
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" 'Guilford Assumption Agreement' means that certain
Assumption and Amendment Agreement dated as of December 27,
1996 among Guilford, Guilford Marketing and the Seller."
" 'Intek' means Intek, Inc., a Georgia corporation."
" 'Intek Marketing' means Intek Marketing Co., a
Nevada corporation."
"'Intek Assumption Agreement' means that certain
Assumption and Amendment Agreement dated as of December 27,
1996 among Intek, Intek Marketing and the Seller."
" 'Inventory Transfer Agreement' means either (i)
that certain Xxxx of Sale and Assignment and Assumption
Agreement effective as of December 29, 1996 between Guilford
and Guilford Marketing or (ii) that certain Asset Purchase
Agreement effective as of December 29, 1996 between Intek and
Intek Marketing, in each case as such agreement may be
amended, modified, extended or waived from time to time with
the consent of the Majority Bank Purchasers and the
Administrative Agent."
" 'Prince Street' means Prince Street Technologies,
Ltd., a Georgia corporation."
" 'Toltec' means Toltec Fabrics, Inc., a Georgia
corporation."
1.3 The Schedules to the Sale Agreement are amended in the
following manner:
(a) Schedule C to the Sale Agreement is amended to add to the
list of Lock-Box Banks and Lock-Boxes set forth therein the Lock-Box
Banks and Lock-Boxes identified on Schedule 1 attached hereto.
(b) Schedule D to the Sale Agreement is amended to add to the
list of addresses of Transaction Parties set forth therein the
addresses identified on Schedule 2 attached hereto.
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(c) Schedule E to the Sale Agreement is amended to add to the
list of assumed names set forth therein the assumed names identified on
Schedule 3 attached hereto.
SECTION 2. Conditions Precedent. This Amendment shall
become effective and be deemed effective as of the date hereof
upon receipt by the Servicing Agent of each of the following:
(a) counterparts of this Amendment executed by the Seller,
Interface and the Purchaser,
(b) an Amended and Restated Performance Guaranty,
substantially in the form of Exhibit A hereto, executed by Interface,
(c) evidence acceptable to the Servicing Agent (including
Uniform Commercial Code search reports) that all Receivables originated
by any of Prince Street Technologies, Ltd., Toltec Fabrics, Inc.,
Intek, Inc., Intek Marketing Co. or Guilford of Main Marketing Co.
(each a "New Originator" and collectively the "New Originators") and
all proceeds thereof are free and clear of liens, security interests,
claims and encumbrances other than Permitted Liens,
(d) acknowledgment copies of UCC-1 financing statements, and
all other documents reasonably requested by the Servicing Agent, to
perfect, evidence and protect (i) the Purchaser's Ownership Interest in
the Receivables originated by the New Originators, and (ii) the
Seller's ownership interest in the Receivables originated by the New
Originators,
(e) with respect to each Lock-Box identified on Schedule 1
attached hereto, an original Lock-Box Agreement for such Lock-Box
substantially in the form of Exhibit E to the Sale Agreement executed
by the Seller and the appropriate New Originator and Lock-Box Bank,
(f) a certificate of the Seller's secretary or assistant
secretary attesting to: (i) resolutions of the Seller's Board of
Directors authorizing the execution by the Seller of the Sale Documents
(including this Amendment) to be executed by the Seller; (ii) the names
and signatures of
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the officers of the Seller authorized to execute the Sale Documents
(including this Amendment) to be executed by the Seller; and (iii) the
completeness and correctness of the attached articles or certificate of
incorporation and by-laws of the Seller,
(g) a certificate of the secretary or assistant secretary of
each of Interface and each New Originator attesting to: (i) resolutions
of such Transaction Party's Board of Directors (or a duly authorized
committee thereof) authorizing the execution by such Transaction Party
of the Sale Documents to be executed by it; (ii) the names and
signatures of the officers of such Transaction Party authorized to
execute the Sale Documents to be executed by it; and (iii) the
completeness and correctness of the attached articles or certificate of
incorporation (certified, in the case of each New Originator, by the
appropriate Secretary of State) and by-laws of such Transaction Party,
(h) opinions from counsel for the Transaction Parties,
substantially in the respective forms attached hereto as Exhibit B, and
covering such other matters as the Servicing Agent or the Purchaser may
reasonably request,
(i) certificates of recent date issued by the Secretary of
State of the States of each New Originator's jurisdiction of
incorporation as to the legal existence and good standing of such New
Originator,
(j) an executed Transfer Agreement between the Seller and each
New Originator (other than Guilford of Maine Marketing Co. and Intek
Marketing Co.), respectively,
(k) executed Assumption and Amendment Agreements in the form
attached hereto as Exhibit C among (i) the Seller, Guilford and
Guilford of Maine Marketing Co. and (ii) the Seller, Intek and Intek
Marketing Co., and
(l) Consent and Acknowledgment executed by each New
Originator.
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SECTION 3. Covenants, Representations and Warranties of the
Seller.
3.1 Upon the effectiveness of this Amendment, each of the
Seller and the Collection Agent hereby reaffirms all covenants, representations
and warranties made by it in the Sale Agreement and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.
3.2 Each of the Seller and the Collection Agent hereby
represents and warrants that (i) this Amendment constitutes a legal, valid and
binding obligation of such Person, enforceable against such Person in accordance
with its terms and (ii) upon the effectiveness of this Amendment, no Event of
Termination or event or circumstance which, with the giving of notice or the
passage of time or both, would constitute an Event of Termination, shall exist
under the Sale Agreement.
SECTION 4. Reference to and Effect on the Sale Agreement.
4.1 Upon the effectiveness of this Amendment, each reference
in the Sale Agreement to "this Agreement", "hereunder", "hereof", "herein", or
words of like import shall mean and be a reference to the Sale Agreement as
amended hereby, and each reference to the Sale Agreement in any other document,
instrument or agreement executed and/or delivered in connection therewith shall
mean and be a reference to the Sale Agreement as amended hereby.
4.2 Except as specifically amended above, the Sale Agreement
and all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.
4.3 The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Purchaser or the Servicing Agent under the Sale Agreement or any other document,
instrument or agreement executed in connection therewith, nor constitute a
waiver of any provision contained therein, except as specifically set forth
herein.
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SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.
SECTION 6. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 7. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.
INTERFACE SECURITIZATION CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
INTERFACE, INC., as Collection Agent
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
SPECIAL PURPOSE ACCOUNTS RECEIVABLE
COOPERATIVE CORPORATION, as Purchaser
By: /s/
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Title: Assistant Treasurer
CANADIAN IMPERIAL BANK OF COMMERCE,
as Servicing Agent
By: /s/
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Title: Authorized Signatory
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