exh4_1.htm


    
      

    



    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

            
	
              Section
      4.09

            	
              Limitation
      on Restricted Payments

            
	
              Section
      4.10

            	
              Limitation
      on Liens

            
	
              Section
      4.13

            	
              Limitation
      on Transactions with Interested Persons

            
	
              Section
      4.14

            	
              Limitation
      on Dividends and Other Payment Restrictions Affecting
      Subsidiaries

            
	
              Section
      4.15

            	
              Sale
      and Leaseback Transactions

            
	
              Section
      4.16

            	
              Limitation
      on Guarantees by Subsidiaries

            
	
              Section
      4.19

            	
              Rule
      144A Information Requirement

            
	
              Article
      5

            	
              Successor
      Corporation

            
	
              Subsection
      (a)(4), (a)(5) and (a)(6) of Section 6.01

            	
              Events
      of Default

            


    

    


     

    In place
of the deleted text of the foregoing articles, sections and subsections, the
following text shall be inserted immediately after the article, section or
subsection number or letter: “[Reserved].”

     


    
      
         


      

      
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    Any and
all references to the foregoing articles, sections and subsections and any and
all obligations thereunder related solely to such sections and subsections
throughout the Indenture shall be of no further force or effect.  All
definitions in the Indenture which are used exclusively in the sections and
subsections deleted pursuant to this Section 2.1 shall be
of no further force or effect.

     

    ARTICLE
III

     

    EFFECTIVENESS;
OPERATIVENESS

     

    SECTION
3.1 Effectiveness
of Supplemental Indenture.  This Supplemental Indenture shall
become effective upon the due execution and delivery by the Company, the
Guarantors and the Trustee of this Supplemental Indenture.

     

    SECTION
3.2 Operativeness
of Amendments.  Notwithstanding Section 3.1 of this
Supplemental Indenture, the Proposed Amendments set forth in Section 2.1 of this
Supplemental Indenture shall become operative when, and only when, the Existing
Notes with respect to which the Requisite Consents (as defined in the Offer to
Purchase)  have been delivered are paid for on the applicable Payment
Date (as defined in the Offer to Purchase).

     

    ARTICLE
IV

     

    MISCELLANEOUS

     

    SECTION
4.1 Parties.  Nothing
expressed or mentioned herein is intended or shall be construed to give any
Person, firm or corporation, other than the Holders and the Trustee, any legal
or equitable right, remedy or claim under or in respect of this Supplemental
Indenture or the Indenture or any provision herein or therein
contained.

     

    SECTION
4.2 Governing
Law.  The internal laws of the State of New York shall govern
and be used to construe this Supplemental Indenture and the Existing Notes
without giving effect to applicable principles of conflicts of law to the extent
that the application of the laws of another jurisdiction would be required
thereby.

     

    SECTION
4.3 Severability
Clause.  In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and such provision shall be ineffective only to the extent of
such invalidity, illegality and unenforceability.

     

    SECTION
4.4 Ratification
of Indenture: Supplemental Indenture Part of Indenture.  Except
as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Existing Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.

     


    
      
         


      

      
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    SECTION
4.5 Counterparts.  The
parties hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same
agreement.

     

    SECTION
4.6 Headings.  The
headings of the Articles and the Sections in this Supplemental Indenture are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.

     

    SECTION
4.7 Trustee.  The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture, and the Trustee shall not be responsible in any manner
whatsoever for the validity or sufficiency of this Supplemental Indenture or the
due execution hereof by the Company or the Guarantors or for or in respect of
the recitals contained herein, all of which recitals are made solely by the
Company and the Guarantors.

     

    SECTION
4.8.    Execution;
Enforceability.  The Company and the Guarantors each represent
and warrant to the Trustee that this Supplemental Indenture has been duly and
validly executed and delivered by the Company and the Guarantors and constitutes
their respective legal, valid and binding obligation, enforceable against the
Company and Guarantors in accordance with its terms, except as such
enforceability may be limited in bankruptcy, insolvency or under principles of
equity.

     

    SECTION
4.9.   Successors
and Assigns.  All agreements of the Company, the Guarantors and
the Trustee in this Supplemental Indenture shall bind their respective
successors and assigns.

     

    SECTION 4.10.  Conflict
with Trust Indenture Act.  If any provision
of this Supplemental Indenture limits, qualifies or conflicts with any provision
of the Trust Indenture Act that is required under the Trust Indenture Act to be
part of and govern any provision of this Supplemental Indenture, such provision
of the Trust Indenture Act shall control.  If any provision of this
Supplemental Indenture modifies or excludes any provision of the Trust Indenture
Act that may be so modified or excluded, the provision of the Trust Indenture
Act shall be deemed to apply to the Indenture as so modified or to be excluded
by this Supplemental Indenture, as the case may be.

     

    


     

    [Signatures on Following
Page]

     


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed as of
the date first above written.

     

    INTERFACE,
INC.

    


    By:   /s/ Patrick C.
Lynch                                                                           

    Patrick
C. Lynch

    
      	
               
      

            	
              Senior
      Vice President and Chief Financial
Officer

            


    

    


    


    
      	
              INTERFACEFLOR,
      LLC

              BENTLEY
      PRINCE STREET, INC.

              BENTLEY
      MILLS, INC.

              COMMERCIAL
      FLOORING SYSTEMS, INC.

              FLOORING
      CONSULTANTS, INC.

              INTERFACE
      AMERICAS, INC.

              INTERFACE
      ARCHITECTURAL RESOURCES, INC.

              INTERFACE
      OVERSEAS HOLDINGS, INC.

              FLOR,
      INC.

              QUAKER
      CITY INTERNATIONAL, INC.

            	
              RE:SOURCE
      AMERICAS ENTERPRISES, INC.

              RE:SOURCE
      MINNESOTA, INC.

              RE:SOURCE
      NORTH CAROLINA, INC.

              RE:SOURCE
      NEW YORK, INC.

              RE:SOURCE
      OREGON, INC.

              RE:SOURCE
      SOUTHERN CALIFORNIA, INC.

              RE:SOURCE
      WASHINGTON, D.C., INC.

              SOUTHERN
      CONTRACT SYSTEMS, INC.

              SUPERIOR/REISER
      FLOORING RESOURCES, INC.

            


    

    


    


     

    By:   /s/ Patrick C.
Lynch                                                                                     

     

    Name:   Patrick C.
Lynch

    


    Title: Senior Vice
President

    


    


    
      	
               
      

            	
              INTERFACE
      GLOBAL COMPANY APS

            


    

    


    By: /s/ Raymond S.
Willoch

    


    Name: Raymond S. Willoch

    


    Title: Senior Vice President and
Director

    


    



    
      
         


      

      
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    INTERFACESERVICES,
INC.

    


    By:           /s/ Kevin C.
Gallagher

    


    Name:                      Kevin
C. Gallagher

    


    Title: Vice President

    


    


    INTERFACE
REAL ESTATE HOLDINGS, LLC,

    


    By:           BENTLEY
PRINCE STREET, INC., its solemember

    


    By:           /s/ Patrick C.
Lynch                                                                           

    


    Name: Patrick C. Lynch

    


    Title: Senior Vice
President

    


    


    INTERFACE
AMERICAS HOLDINGS, LLC,

    


    By:           INTERFACE,
INC., its manager

    


    By:           /s/ Patrick C.
Lynch                                                                           

    


    Name:                      Patrick
C. Lynch

    


    Title: Senior Vice
President

    


    


    


    INTERFACE
AMERICAS RE:SOURCE TECHNOLOGIES, LLC,

    


    By:           INTERFACEFLOR,
LLC, its sole

    member

    


    By:           /s/ Patrick C.
Lynch                                                                           

    


    Name: Patrick C. Lynch

    


    Title: Senior Vice
President

     


    
      
         


      

      
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    U.S.
BANK NATIONAL ASSOCIATION, as Trustee

    


    By:           /s/ Paul L.
Henderson

    


    Name:                      Paul
L. Henderson

    


    Title: Assistant Vice
President

     

    



    
      
         


      

      
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