EX-4.1






Exhibit 4.1




 




INTERFACE, INC., as Issuer

The Subsidiaries

of The Issuer

Identified on the

Signature Pages Hereto,

as Guarantors




and




U.S. BANK NATIONAL ASSOCIATION, as Trustee




INDENTURE




Dated as of June 5, 2009




11 3/8 Senior Secured Notes due 2013




Initial Issue: $150,000,000




 





 









 





Reconciliation and tie between Trust Indenture Act of 1939

and Indenture




	 	 	 
	Trust Indenture	 	Indenture
	   Act Section	 	Section  
	§ 310 (a)(1)
	 	7.11
	(a)(2)
	 	7.11
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.11
	(b)
	 	7.09; 7.11; 10.02
	(c)
	 	N.A.
	§ 311 (a)
	 	7.12
	(b)
	 	7.12
	(c)
	 	N.A.
	§ 312 (a)
	 	2.05
	(b)
	 	10.03
	(c)
	 	10.03
	§ 313 (a)
	 	7.07; 7.08
	(b)
	 	7.07
	(c)
	 	7.07; 10.02
	(d)
	 	7.07
	§ 314 (a)
	 	4.07; 7.07; 10.02
	(b)
	 	N.A.
	(c)(1)
	 	2.02; 7.02(a);11.04
	(c)(2)
	 	10.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	10.05
	§ 315 (a)
	 	7.01(b)
	(b)
	 	7.05; 10.02
	(c)
	 	7.01(a)
	(d)
	 	6.05; 7.01(c)
	(e)
	 	6.11
	§ 316 (a) (last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07; 9.04
	(c)
	 	9.04
	§ 317 (a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	§ 318 (a)
	 	10.01
	(c)
	 	10.01








 




			
	Note:	 	This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture




 









 











TABLE OF CONTENTS1




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	SECTION 1.01 Definitions
	 	 	1	 
	SECTION 1.02 Incorporation by Reference of Trust Indenture Act
	 	 	32	 
	SECTION 1.03 Rules of Construction
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 2 THE SECURITIES
	 	 	33	 
	SECTION 2.01 Form and Dating
	 	 	33	 
	SECTION 2.02 Execution and Authentication
	 	 	35	 
	SECTION 2.03 Registrar and Paying Agent
	 	 	35	 
	SECTION 2.04 Paying Agent to Hold Money in Trust
	 	 	36	 
	SECTION 2.05 Holder Lists
	 	 	36	 
	SECTION 2.06 Transfer and Exchange
	 	 	36	 
	SECTION 2.07 Replacement Securities
	 	 	38	 
	SECTION 2.08 Outstanding Securities
	 	 	38	 
	SECTION 2.09 Treasury Securities
	 	 	39	 
	SECTION 2.10 Temporary Securities
	 	 	39	 
	SECTION 2.11 Cancellation
	 	 	39	 
	SECTION 2.12 Defaulted Interest
	 	 	40	 
	SECTION 2.13 Record Date
	 	 	40	 
	SECTION 2.14 CUSIP Numbers
	 	 	40	 
	SECTION 2.15 Legends
	 	 	40	 
	SECTION 2.16 Issuance of Physical Securities; Book-Entry Provisions for Global Securities
	 	 	42	 
	SECTION 2.17 Special Transfer Provisions
	 	 	44	 
	SECTION 2.18 Computation of Interest
	 	 	46	 
	SECTION 2.19 Additional Securities
	 	 	46	 
	 
	 	 	 	 
	ARTICLE 3 REDEMPTION OF SECURITIES
	 	 	47	 
	SECTION 3.01 Notices to the Trustee
	 	 	47	 
	SECTION 3.02 Selection of Securities to Be Redeemed
	 	 	47	 
	SECTION 3.03 Notice of Redemption
	 	 	48	 
	SECTION 3.04 Effect of Notice of Redemption
	 	 	49	 
	SECTION 3.05 Deposit of Redemption Price
	 	 	49	 
	SECTION 3.06 Securities Redeemed or Purchased in Part
	 	 	50	 
	SECTION 3.07 Optional Redemption
	 	 	50	 
	SECTION 3.08 No Required Mandatory Redemption
	 	 	51	 
	 
	 	 	 	 
	ARTICLE 4 COVENANTS
	 	 	51	 
	SECTION 4.01 Payment of Securities
	 	 	51	 








 




			
	1	 	Note: This table of contents shall not, for any
purpose, be deemed to be a part of the Indenture.




i









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 4.02 Maintenance of Office or Agency
	 	 	51	 
	SECTION 4.03 Corporate Existence
	 	 	52	 
	SECTION 4.04 Payment of Taxes and Other Claims
	 	 	52	 
	SECTION 4.05 Maintenance of Properties; Insurance; Books and Records; Compliance with Law
	 	 	52	 
	SECTION 4.06 Compliance Certificate
	 	 	53	 
	SECTION 4.07 SEC Reports
	 	 	54	 
	SECTION 4.08 Limitation on Indebtedness and Issuance of Redeemable Capital Stock
	 	 	54	 
	SECTION 4.09 Limitation on Restricted Payments
	 	 	55	 
	SECTION 4.10 Limitation on Liens
	 	 	58	 
	SECTION 4.11 Change of Control
	 	 	59	 
	SECTION 4.12 Disposition of Proceeds of Asset Sales
	 	 	61	 
	SECTION 4.13 Limitation on Transactions with Interested Persons
	 	 	64	 
	SECTION 4.14 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries
	 	 	65	 
	SECTION 4.15 Sale and Leaseback Transactions
	 	 	67	 
	SECTION 4.16 Limitation on Guarantees by Subsidiaries
	 	 	67	 
	SECTION 4.17 Waiver of Stay, Extension or Usury Laws
	 	 	67	 
	SECTION 4.18 Limitation on Applicability of Certain Covenants
	 	 	68	 
	SECTION 4.19 Rule 144A Information Requirement
	 	 	68	 
	SECTION 4.20 Designation of Unrestricted Subsidiaries and Subsidiaries
	 	 	68	 
	SECTION 4.21 Further Assurances
	 	 	69	 
	 
	 	 	 	 
	ARTICLE 5 SUCCESSOR CORPORATION
	 	 	69	 
	SECTION 5.01
Merger, Sale of Assets, Etc.
	 	 	69	 
	SECTION 5.02 Successor Substituted
	 	 	70	 
	 
	 	 	 	 
	ARTICLE 6 REMEDIES
	 	 	71	 
	SECTION 6.01 Events of Default
	 	 	71	 
	SECTION 6.02 Acceleration
	 	 	73	 
	SECTION 6.03 Other Remedies
	 	 	74	 
	SECTION 6.04 Waiver of Past Defaults
	 	 	74	 
	SECTION 6.05 Control by Majority
	 	 	75	 
	SECTION 6.06 Limitation on Suits
	 	 	75	 
	SECTION 6.07 Right of Holders to Receive Payment
	 	 	76	 
	SECTION 6.08 Collection Suit by Trustee
	 	 	76	 
	SECTION 6.09 Trustee May File Proofs of Claims
	 	 	76	 
	SECTION 6.10 Priorities
	 	 	77	 
	SECTION 6.11 Undertaking for Costs
	 	 	77	 
	SECTION 6.12 Restoration of Rights and Remedies
	 	 	77	 
	SECTION 6.13 Appointment and Authorization of Collateral Agent
	 	 	77	 
	 
	 	 	 	 
	ARTICLE 7 TRUSTEE
	 	 	78	 
	SECTION 7.01 Duties
	 	 	78	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 7.02 Rights of Trustee
	 	 	79	 
	SECTION 7.03 Individual Rights of Trustee
	 	 	81	 
	SECTION 7.04 Trustee’s Disclaimer
	 	 	81	 
	SECTION 7.05 Notice of Default
	 	 	81	 
	SECTION 7.06 Money Held in Trust
	 	 	82	 
	SECTION 7.07 Reports by Trustee to Holders
	 	 	82	 
	SECTION 7.08 Compensation and Indemnity
	 	 	82	 
	SECTION 7.09 Replacement of Trustee
	 	 	83	 
	SECTION 7.10
Successor Trustee by Merger, etc.
	 	 	84	 
	SECTION 7.11 Eligibility; Disqualification
	 	 	85	 
	SECTION 7.12 Preferential Collection of Claims Against Company
	 	 	85	 
	SECTION 7.13 No Responsibility for Recording or Filing
	 	 	85	 
	SECTION 7.14 No Responsibility for Insurance, Taxes or Other Assessments
	 	 	85	 
	 
	 	 	 	 
	ARTICLE 8 SATISFACTION AND DISCHARGE OF INDENTURE; LEGAL AND COVENANT DEFEASANCE
	 	 	85	 
	SECTION 8.01 Termination of the Company’s Obligations
	 	 	85	 
	SECTION 8.02 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	87	 
	SECTION 8.03 Legal Defeasance and Discharge
	 	 	87	 
	SECTION 8.04 Covenant Defeasance
	 	 	87	 
	SECTION 8.05 Conditions to Legal or Covenant Defeasance
	 	 	88	 
	SECTION 8.06 Deposited Money and Cash Equivalents to Be Held in Trust
	 	 	90	 
	SECTION 8.07 Repayment to Company or Guarantors
	 	 	91	 
	SECTION 8.08 Reinstatement
	 	 	91	 
	 
	 	 	 	 
	ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS
	 	 	91	 
	SECTION 9.01 Without Consent of Holders
	 	 	91	 
	SECTION 9.02 With Consent of Holders
	 	 	93	 
	SECTION 9.03 Compliance with Trust Indenture Act
	 	 	95	 
	SECTION 9.04 Revocation and Effect of Consents
	 	 	95	 
	SECTION 9.05 Notation on or Exchange of Securities
	 	 	95	 
	SECTION 9.06
Trustee and Company to Sign Amendments, etc.
	 	 	96	 
	 
	 	 	 	 
	ARTICLE 10 MISCELLANEOUS
	 	 	96	 
	SECTION 10.01 Trust Indenture Act Controls; Application of Danish Law
	 	 	96	 
	SECTION 10.02 Notices
	 	 	97	 
	SECTION 10.03 Communication by Holders with Other Holders
	 	 	98	 
	SECTION 10.04 Certificate and Opinion as to Conditions Precedent
	 	 	98	 
	SECTION 10.05 Statements Required in Certificate or Opinion
	 	 	98	 
	SECTION 10.06 Rules by Trustee, Paying Agent, Registrar
	 	 	99	 
	SECTION 10.07 Governing Law
	 	 	99	 
	SECTION 10.08 No Interpretation of Other Agreements
	 	 	99	 
	SECTION 10.09 No Recourse Against Others
	 	 	99	 
	SECTION 10.10 Successors
	 	 	99	 
	SECTION 10.11 Duplicate Originals
	 	 	100	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 10.12 Severability
	 	 	100	 
	SECTION
10.13 Table of Contents, Headings, Etc.
	 	 	100	 
	SECTION 10.14 Benefits of Indenture
	 	 	100	 
	SECTION 10.15 Intercreditor Agreement
	 	 	100	 
	 
	 	 	 	 
	ARTICLE 11 GUARANTEE OF SECURITIES
	 	 	100	 
	SECTION 11.01 Guarantee
	 	 	100	 
	SECTION 11.02 Limitation on Guarantor Liability; Contribution
	 	 	102	 
	SECTION 11.03 No Personal Liability of Certain Persons
	 	 	102	 
	SECTION 11.04 Execution and Delivery of Guarantee
	 	 	102	 
	SECTION 11.05 Additional Guarantors
	 	 	103	 
	SECTION 11.06 Guarantors May Consolidate, Etc. on Certain Terms
	 	 	103	 
	SECTION 11.07 Release of a Guarantor
	 	 	104	 
	SECTION 11.08 Waiver of Subrogation
	 	 	105	 
	SECTION 11.09 No Impairment of Right to Payment
	 	 	106	 
	SECTION 11.10 Reliance on Judicial Order or Certificate of Liquidating Agent
Regarding Dissolution, etc., of Guarantors
	 	 	106	 
	SECTION 11.11 Rights of Trustee as a Holder of Guarantor Indebtedness; Preservation of Trustee’s Rights
	 	 	106	 
	SECTION 11.12 Applicable to Paying Agents
	 	 	106	 
	SECTION 11.13 No Suspension of Remedies
	 	 	107	 
	 
	 	 	 	 
	ARTICLE 12 SECURITY
	 	 	107	 
	SECTION 12.01 Security Documents; Additional Collateral
	 	 	107	 
	SECTION 12.02 Recording, Registration and Opinions
	 	 	107	 
	SECTION 12.03 Releases of Liens on Collateral
	 	 	108	 
	SECTION 12.04 Form and Sufficiency of Release
	 	 	109	 
	SECTION 12.05 Possession and Use of Collateral
	 	 	109	 
	SECTION 12.06 Purchaser Protected
	 	 	109	 
	SECTION 12.07 Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents
	 	 	109	 
	SECTION 12.08 Authorization of Receipt of Funds by the Trustee Under the Security Agreement
	 	 	110	 
	SECTION 12.09 Powers Exercisable by Receiver or Collateral Agent
	 	 	110	 
	 
	 	 	 	 
	SIGNATURES
	 	 	110	 
	 
	 	 	 	 
	EXHIBIT A Form of Security
	 	 	 	 
	EXHIBIT B Form of Certificate of Transfer
	 	 	 	 
	EXHIBIT C Form of Certificate of Exchange
	 	 	 	 
	EXHIBIT D Form of Notation of Guarantee
	 	 	 	 
	EXHIBIT E Form of Supplemental Indenture To Be Delivered By Subsequent Guarantors
	 	 	 	 






iv









 






     INDENTURE, dated as of June 5, 2009, among Interface, Inc., a corporation incorporated under
the laws of the State of Georgia (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 “Initial Guarantors”), and U.S. Bank National Association, as trustee (the
“Trustee”).



     Each party hereto agrees as follows for the benefit of each other party and for the equal and
ratable benefit of the Holders of the Company’s 11 3/8 Senior Secured Notes due 2013 in an original
principal amount of up to $150,000,000 (the “Initial Securities”), 11 3/8 Series B Senior Secured
Notes due 2013 (the “Exchange Securities”) and any other Notes and related Guarantees issued under
this Indenture whether originally issued in registered form or in exchange for non-registered
securities, (collectively, the “Additional Securities”).



ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




SECTION 1.01 Definitions.




     “144A Global Securities” means global Securities in the form of Exhibit A hereto
bearing the Global Securities Legend and the Private Placement Legend and deposited with or on
behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the series of Securities solely in
reliance on Rule 144A.



     “Acquired Indebtedness” means Indebtedness of a Person (1) assumed in connection with an Asset
Acquisition from such Person; (2) existing at the time such Person becomes a Subsidiary of any
other Person; or (3) secured by a Lien encumbering any asset acquired by the Company or any of its
Subsidiaries.



     “Affiliate” means, with respect to any specified Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For the purpose of this definition, “control” (including, with correlative
meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to
any specified Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of



1









 







the management and policies of that Person, whether through the ownership of voting securities or
by contract or otherwise. The Trustee may request and conclusively rely on an Officers’
Certificate to determine whether any Person is an Affiliate of the Company.



     “Agent” means any Registrar, Paying Agent or co-registrar.



     “Agent Members” has the meaning set forth in Section 2.16(a) of this Indenture.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Securities, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer or exchange.



     “Asset Acquisition” means:




     (1) an Investment by the Company or any Subsidiary of the Company in any other Person
pursuant to which such Person shall become a Subsidiary of the Company, or shall be merged
with or into the Company or any Subsidiary of the Company;




     (2) the acquisition by the Company or any Subsidiary of the Company of the assets of
any Person (other than a Subsidiary of the Company) which constitute all or substantially
all of the assets of such Person; or




     (3) the acquisition by the Company or any Subsidiary of the Company of any division or
line of business of any Person (other than a Subsidiary of the Company).



     “Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease or other
disposition to any Person other than the Company or a Wholly Owned Subsidiary of the Company, in
one or a series of related transactions, of:




     (1) any Capital Stock of any Subsidiary of the Company (other than in respect of any
director’s qualifying shares or investments by foreign nationals mandated by applicable
law);




     (2) all or substantially all of the properties and assets of any division or line of
business of the Company or any Subsidiary of the Company; or




     (3) any other properties or assets of the Company or any Subsidiary of the Company
other than in the ordinary course of business.



          Notwithstanding the foregoing, the term “Asset Sale” shall not include:




     (1) any sale, transfer or other disposition of equipment, tools or other assets by the
Company or any of its Subsidiaries in one or a series of related transactions in respect of
which the Company or such Subsidiary receives cash or property with an aggregate Fair
Market Value of $1,000,000 or less;



2









 






     (2) any sale, transfer or other disposition of accounts receivable or interests in
accounts receivable of the Company or any Subsidiaries pursuant to the Receivables
Securitization Agreements;




     (3) any sale, issuance, conveyance, transfer, lease or other disposition of properties
or assets that is governed by Section 5.01;




     (4) sales of Currency Agreement obligations;




     (5) any transfer or disposition of Receivables and Related Assets in a Qualified
Securitization Transaction; and




     (6) any compensatory plan or transaction (or arrangement in support of, or reasonably
and directly related to, any compensatory plan or transaction) of or by the Company or any
Subsidiary for the benefit of employees or directors.



     “Assets” of any Person means all types of real, personal, tangible, intangible or mixed
property or assets owned by such Person whether or not included in the most recent consolidated
financial statements of the Company and its Subsidiaries under GAAP.



     “Asset Sale Offer” shall have the meaning set forth in Section 4.12.



     “Asset Sale Offer Price” shall have the meaning set forth in Section 4.12.



     “Asset Sale Purchase Date” shall have the meaning set forth in Section 4.12.



     “Attributable Indebtedness” means in respect of a Sale and Leaseback Transaction at the time
of determination thereof, the greater of:




     (1) the capitalized amount in respect of such transaction that would appear on the face
of a balance sheet of the lessee in accordance with GAAP; and




     (2) the present value (discounted at the interest rate borne by the Securities,
compounded annually) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction (including any
period for which such lease has been extended).



     “Attributable Liens” means, in connection with a Sale and Leaseback Transaction, the lesser of
(1) the fair market value of the assets subject to such transaction; and (2) the present value
(discounted at a rate per annum equal to the average interest borne by all outstanding Securities
issued under the Indenture determined on a weighted average basis and compounded semiannually) of
the obligations of the lessee for rental payments during the term of the related lease.



     “Authentication Order” has the meaning set forth in Section 2.02.



     “Average Life to Stated Maturity” means, with respect to any Indebtedness, as at any date of
determination, the quotient obtained by dividing (1) the sum of the products of (A) the number of



3









 







years (or any fraction thereof) from such date to the date or dates of each successive scheduled
principal payment (including, without limitation, any sinking fund requirements) of such
Indebtedness multiplied by (B) the amount of each such principal payment by (2) the sum of all such
principal payments.



     “Bankruptcy Law” means Title 11 United States Code, as amended from time to time, or any
similar law for the relief of debtors.



     “Board of Directors” means the board of directors (or manager or managing member in the case
of a limited liability company) of the Company or any Guarantor, as the case may be, or any duly
authorized committee of such board.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or any Guarantor, as the case may be, to have been duly adopted by the
Board of Directors of the Company or such Guarantor, as the case may be, and to be in full force
and effect on the date of such certification, and delivered to the Trustee.



     “Borrowing Base” means the sum of (1) 85% of the book value of the accounts receivable of the
Company and the Guarantors on a consolidated basis and (2) 65% of the book value of the inventory
of the Company and the Guarantors on a consolidated basis.



     “Broker-Dealer” has the meaning set forth in the applicable Registration Rights Agreement.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in The City of New York, State of New York or Atlanta, Georgia are
authorized or obligated by law, regulation or executive order to close.



     “Capital Stock” means, with respect to any Person, any and all shares, interests,
participations, rights in or other equivalents (however designated) of such Person’s capital stock,
and any rights (other than debt securities convertible into capital stock), warrants or options
exchangeable for or convertible into such capital stock.



     “Capitalized Lease Obligation” means any obligation under a lease of (or other agreement
conveying the right to use) any property (whether real, personal or mixed) that is required to be
classified and accounted for as a capital lease obligation under GAAP, and the amount of such
obligation at any date shall be the capitalized amount thereof at such date, determined in
accordance with GAAP.



     “Cash Equivalents” means, at any time:




     (1) any evidence of Indebtedness with a maturity of 180 days or less issued or directly
and fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United States
of America is pledged in support thereof);



4









 






     (2) certificates of deposit or acceptances with a maturity of 180 days or less of any
financial institution that is a member of the Federal Reserve System having combined capital
and surplus and undivided profits of not less than $500,000,000;




     (3) certificates of deposit with a maturity of 180 days or less of any financial
institution that is not organized under the laws of the United States, any state thereof or
the District of Columbia that are rated at least A-1 by S&P or at least P-1 by Moody’s or at
least an equivalent rating category of another nationally recognized securities rating
agency; or




     (4) repurchase agreements and reverse repurchase agreements relating to marketable
direct obligations issued or unconditionally guaranteed by the government of the United
States of America or issued by any agency thereof and backed by the full faith and credit of
the United States of America, in each case maturing within 180 days from the date of
acquisition; provided that the terms of such agreements comply with the guidelines set forth
in the Repurchase Agreements of Depository Institutions With Securities Dealers and Others,
as adopted by the Comptroller of the Currency on October 31, 1985, as modified effective
February 11, 1998.



     “Change of Control” means the occurrence of any of the following events:




     (1) so long as the holders of the Company’s Class B Common Stock are entitled to elect
a majority of the Company’s Board of Directors, any “person” or “group” (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act), other than the Permitted Holders,
shall become the “beneficial owner(s)” (as defined in Rule 13d-3 under the Exchange Act) of
50% or more of the Company’s Class B Common Stock;




     (2) at any time, any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act), other than the Permitted Holders, shall become the “beneficial
owner(s)” (as defined in Rule 13d-3 under the Exchange Act) of 50% or more of the total
outstanding Voting Stock of the Company;




     (3) the Company consolidates with, or merges with or into, another person or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its
assets to any person, or any person consolidates with, or merges with or into, the Company,
in any such event pursuant to a transaction in which the outstanding Voting Stock of the
Company is converted into or exchanged for cash, securities or other property, other than
any such transaction where:




     (A) the outstanding Voting Stock of the Company is converted into or exchanged
for (i) Voting Stock (other than Redeemable Capital Stock) of the surviving or
transferee corporation, or (ii) cash, securities and other property in an amount
which could then be paid by the Company as a Restricted Payment under the
Indenture, or a combination thereof; and




     (B) immediately after such transaction no “person” or “group” (as such



5









 







terms are
used in Sections 13(d) and 14(d) of the Exchange Act), excluding Permitted Holders,
is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a person shall be deemed to have “beneficial ownership” of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time, upon the happening of an
event or otherwise), directly or indirectly, of 50% or more of the total Voting Stock
of the surviving or transferee corporation;




     (4) at any time during any consecutive two-year period, individuals who at the
beginning of such period constituted the Board of Directors of the Company (together with
any new directors whose election by such Board of Directors or whose nomination for election
by the stockholders of the Company was approved by a vote of 66 2/3% of the directors then
still in office who were either directors at the beginning of such period or whose election
or nomination for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of the Company then in office; 




(5) the Company is liquidated or dissolved or adopts a plan of
liquidation; or




(6) a Change of Control shall have occurred under the 9.5% Notes.



     “Change of Control Date” shall have the meaning set forth in Section 4.11.



     “Change of Control Offer” shall have the meaning set forth in Section 4.11.



     “Change of Control Purchase Date” shall have the meaning set forth in Section 4.11.



     “Clearstream” means Clearstream International, S.A.



     “Collateral” means, collectively, “Collateral” (as defined in the Security Agreement) and all
other property subject or purported to be subject from time to time to a Lien in favor of the
Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the
Securities and the holders of any Pari Passu Junior Lien Obligations.



     “Collateral Agent” means U.S. Bank National Association or other financial institution or
entity which, in the determination of the Company is acceptable and may include, without
limitation, an entity affiliated with the initial purchasers, any lenders or an entity affiliated
with the lenders under the Credit Agreement or an affiliate thereof, acting in its capacity as
collateral agent for the benefit of the holders of the Second Priority Lien Obligations under the
Indenture, the Notes, the Security Documents and the Intercreditor Agreement.



     “Common Stock” means, with respect to any Person, any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting or nonvoting) of,
such Person’s common stock, whether outstanding at the Issue Date or issued after the Issue
Date, and includes, without limitation, all series and classes of such common stock.



6









 





     “Company” means the party named as such in this Indenture until a successor replaces it (or
any previous successor) pursuant to this Indenture, and thereafter means such successor.



     “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman of the Board, its President, an Executive Vice President, a Senior Vice
President or a Vice President, and by any one of its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.



     “Consolidated Cash Flow Available for Fixed Charges” means, with respect to any Person for any
period, (1) the sum of, without duplication, the amounts for such period, taken as a single
accounting period, of (A) Consolidated Net Income, (B) Consolidated Non-Cash Charges,
(C) Consolidated Interest Expense, (D) Consolidated Income Tax Expense, and (E) one-third of
Consolidated Rental Payments; less (2) any non-cash items increasing Consolidated Net
Income for such period.



     “Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without
duplication) of (1) Consolidated Net Income; and (2) to the extent Consolidated Net Income has been
reduced thereby: (A) all income taxes of such Person and its Subsidiaries paid or accrued in
accordance with GAAP for such period; (B) Consolidated Interest Expense; (C) Consolidated Non-Cash
Charges less any non-cash items increasing Consolidated Net Income for such period, all as
determined on a consolidated basis for such Person and its Subsidiaries in accordance with GAAP;
and (D) gain or loss on early retirement of long term Indebtedness or early termination of Interest
Rate Protection Obligations, Currency Agreements or other derivatives permitted by this Indenture.



     “Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of the
aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four
full fiscal quarters immediately preceding the date of the transaction (for the purposes of this
definition, the “Transaction Date”) giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio (for the purposes of this definition, such four full fiscal quarter period
being referred to herein as the “Four Quarter Period”) to the aggregate amount of Consolidated
Fixed Charges of such Person for the Four Quarter Period.



     In addition to and without limitation of the foregoing, for purposes of this definition,
“Consolidated Cash Flow Available for Fixed Charges” and “Consolidated Fixed Charges” shall be
calculated after giving effect on a pro forma basis for the period of such calculation to, without
duplication, (1) the incurrence of any Indebtedness of such Person or any of its Subsidiaries (and
the application of the net proceeds thereof) during the period commencing on the first day of the
Four Quarter Period to and including the Transaction Date (the “Reference Period”), including,
without limitation, the incurrence of the Indebtedness giving rise to the need to make such
calculation (and the application of the net proceeds thereof), as if such incurrence (and
application) occurred on the first day of the Reference Period; and (2) any Asset Sales or Asset
Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make
such calculation as a result of such
Person or one of its Subsidiaries (including any Person who becomes a Subsidiary as a result
of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness)



7









 







occurring during the Reference Period, as if such Asset Sale or Asset Acquisition occurred on the
first day of the Reference Period.



     Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the
denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio,”
(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction
Date and which will continue to be so determined thereafter shall be deemed to have accrued at a
fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the
Transaction Date; and (2) if interest on any Indebtedness actually incurred on the Transaction Date
may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the
Transaction Date will be deemed to have been in effect during the Reference Period. If such Person
or any of its Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the
above clause shall give effect to the incurrence of such guaranteed Indebtedness as if such Person
or such Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness.



     “Consolidated Fixed Charges” means, with respect to any Person for any period, the sum of,
without duplication, the amounts for such period of:



          (1) Consolidated Interest Expense;




          (2) the product of (A) the aggregate amount of dividends and other distributions paid or
accrued during such period in respect of Preferred Stock and Redeemable Capital Stock of such
Person and its Subsidiaries on a consolidated basis, and (B) a fraction, the numerator of which is
one and the denominator of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal; and




          (3) one-third of Consolidated Rental Payments.




     “Consolidated Income Tax Expense” means, with respect to any Person for any period, the
provision for federal, state, local and foreign income taxes of such Person and its Subsidiaries
for such period as determined on a consolidated basis in accordance with GAAP.



     “Consolidated Interest Expense” means, with respect to any Person for any period, without
duplication, the sum of (1) the interest expense of such Person and its Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP, including, without
limitation, (A) any amortization of debt discount, (B) the net cost under Interest Rate Protection
Obligations, (C) the interest portion of any deferred payment obligation, (D) all commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing, and (E) all accrued interest; and (2) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its
Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.



     “Consolidated Net Assets” means, as of any particular time, the aggregate amount of assets
after deducting therefrom all current liabilities except for (1) notes and loans payable; (2)
current maturities of long-term debt; and (3) current maturities of obligations under capital
leases, all as set



8









 







forth on the most recent consolidated balance sheet of the Company and its
consolidated Subsidiaries and computed in accordance with GAAP.



     “Consolidated Net Income” means, with respect to any Person, for any period, the consolidated
net income (or loss) of such Person and its Subsidiaries for such period as determined in
accordance with GAAP, adjusted, to the extent included in calculating such net income, by
excluding, without duplication:




     (1) all extraordinary gains or losses;




     (2) the portion of net income (but not losses) of such Person and its Subsidiaries
allocable to minority interests in unconsolidated Persons to the extent that cash dividends
or distributions have not actually been received by such Person or one of its Subsidiaries;




     (3) net income (or loss) of any Person combined with such Person or one of its
Subsidiaries on a “pooling of interests” basis attributable to any period prior to the date
of combination;




     (4) any gain or loss realized upon the termination of any employee pension benefit
plan, on an after-tax basis;




     (5) gains or losses in respect of any Asset Sales by such Person or one of its
Subsidiaries; and




     (6) the net income of any Subsidiary of such Person to the extent that the declaration
of dividends or similar distributions by that Subsidiary of that income is not at the time
permitted, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary or its stockholders.



     “Consolidated Net Worth” means, with respect to any Person at any date, the consolidated
stockholders’ equity of such Person less the amount of such stockholders’ equity attributable to
Redeemable Capital Stock of such Person and its Subsidiaries, as determined in accordance with
GAAP.



     “Consolidated Non-Cash Charges” means, with respect to any Person for any period, the
aggregate depreciation, amortization and other non-cash expenses of such Person and its
Subsidiaries reducing Consolidated Net Income of such Person and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting
an extraordinary item or loss or any such charge which required an accrual of or a reserve for cash
charges for any future period).



     “Consolidated Rental Payments” of any Person means, for any period, the aggregate rental
obligations of such Person and its consolidated Subsidiaries (not including taxes, insurance,
maintenance and similar expenses that the lessee is obligated to pay under the terms of the
relevant leases), determined on a consolidated basis in accordance with GAAP, payable in respect of
such



9









 







period (net of income from subleases thereof, not including taxes, insurance, maintenance and
similar expenses that the sublessee is obligated to pay under the terms of such sublease), whether
or not such obligations are reflected as liabilities or commitments on a consolidated balance sheet
of such Person and its Subsidiaries or in the notes thereto, excluding, however, in any event:




     (1) that portion of Consolidated Interest Expense of such Person representing payments
by such Person or any of its consolidated Subsidiaries in respect of Capitalized Lease
Obligations (net of payments to such Person or any of its consolidated Subsidiaries under
subleases qualifying as capitalized lease subleases to the extent that such payments would
be deducted in determining Consolidated Interest Expense); and




     (2) the aggregate amount of amortization of obligations of such Person and its
consolidated Subsidiaries in respect of such Capitalized Lease Obligations for such period
(net of payments to such Person or any of its consolidated Subsidiaries and subleases
qualifying as capitalized lease subleases to the extent that such payments could be deducted
in determining such amortization amount).



     “control” means, with respect to any specified Person, the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of Voting Stock, by
contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.



     “Corporate Trust Office” means the corporate trust office of the Trustee at which at any
particular time its corporate trust business shall be principally administered, which on the date
hereof is located in Atlanta, Georgia.



     “covenant defeasance” shall have the meaning set forth in Section 8.04.



     “Credit Agreement” means the Sixth Amended and Restated Credit Agreement dated June 30, 2006,
among the Company, as borrower thereunder, certain Subsidiaries of the Company, as Subsidiary L/C
Account Parties thereunder, Wachovia Bank, National Association, as the domestic agent and
collateral agent thereunder, and the lenders from time to time party thereto, as amended by the
First Amendment thereto, dated as of January 1, 2008 and the Second Amendment thereto, dated as of
May 14, 2009, including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, in each case as such agreement or agreements may from
time to time be amended, renewed, extended, substituted, refinanced, restructured, replaced,
supplemented or otherwise modified (including, without limitation, any successive renewals,
extensions, substitutions, refinancings, restructurings, replacements, supplementations or other
modifications of the foregoing), and whether with the present lenders or other lenders and agents.



     “Credit Agreement Agent” means Wachovia Bank, National Association (together with its
successors and assigns), as domestic agent and collateral agent (or either of them) under the
Credit Agreement and, thereafter, such other or successor agent or co-agents under the Credit
Agreement as the Company shall identify to the Trustee from time to time, in writing, for purposes
of Section 6.02.



10









 





     “Currency Agreement” means, with respect to any Person, any spot or foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to protect such Person
or any of its Subsidiaries against, or to manage exposure to, fluctuations in currency values.



     “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law.



     “Default” means any event that is, or after notice or passage of time or both would be, an
Event of Default.



     “Depositary” means The Depository Trust Company, its nominees and their respective successors.



     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



     “Equity Offering” means a sale of Equity Interests (other than Redeemable Capital Stock) of
the Company.



     “Euroclear” means Euroclear SA/NV.



     “European Credit Agreement” means the amended and restated Credit Agreement, dated as of April
24, 2009, among Interface Europe B.V. and certain of its subsidiaries and ABN AMRO Bank N.V.,
including any related notes, guarantees, collateral documents, instruments and agreements executed
in connection therewith, and in each case as such agreement or agreements may from time to time be
amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or
otherwise modified (including, without limitation, any successive renewals, extensions,
substitutions, refinancings, restructurings, replacements, supplementations or other modifications
of the foregoing), and whether with the present lender or other lenders and administrative agents.



     “Event of Default” has the meaning set forth under Section 6.01 herein.



     “Excess Proceeds” shall have the meaning set forth in Section 4.12.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exchange Offer” means (1) in the case of the Initial Securities, the offer by the Company to
the Holders of the Initial Securities to exchange all of the Initial Securities for Exchange
Securities,
as provided for in the Registration Rights Agreement; and (2) in the case of any Additional
Securities, an offer by the Company to the Holders of the applicable issue of Additional Securities
to exchange all of the applicable issue of Additional Securities for Exchange Securities pursuant
to a Registration Rights Agreement entered into in connection with the sale of such Additional
Securities.



11









 





     “Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as
defined in the applicable Registration Rights Agreement.



     “Exchange Securities” has the meaning stated in the second paragraph of this Indenture and
refers to any Exchange Securities containing terms substantially identical to the Initial
Securities that are issued and exchanged for the Initial Securities in accordance with the Exchange
Offer, as provided for in the case of the Initial Securities in the Registration Rights Agreement
applicable thereto and this Indenture or, in the case of Additional Securities such exchange
securities issuable in exchange for initial Additional Securities; except that, in each case
(1) such Exchange Securities shall not contain terms with respect to transfer restrictions and
shall be registered under the Securities Act; (2) certain provisions relating to an increase in the
stated rate of interest thereon as liquidated damages in the form of Special Interest shall be
eliminated; and (3) in the case of Additional Securities (when they take the form of Exchange
Securities), similar provisions relating to an increase in the stated rate of interest thereon as
liquidated damages in the form of Special Interest shall also be eliminated.



     “Fair Market Value” means, with respect to any assets, the price, as determined by the Board
of Directors of the Company, acting in good faith, which could be negotiated in an arm’s-length
free market transaction, for cash, between a willing seller and a willing buyer, neither of which
is under pressure or compulsion to complete the transaction; provided, however, that with respect
to any transaction which involves an asset or assets in excess of $5,000,000, such determination
shall be evidenced by a certificate of an officer of the Company delivered to the Trustee.



     “First Priority Lien Obligations” means the Indebtedness and other obligations that are
Permitted Indebtedness under clause (4) of the definition of Permitted Indebtedness, together with
all interest, fees, costs, expenses and all other obligations (excluding Indebtedness) now or
hereafter owing by the Company or any Subsidiary thereof under the Credit Agreement.



     “First Priority Liens” means all Liens on the Collateral and any other assets of the Company
and the Guarantors that now or hereafter secure the First Priority Lien Obligations.



     “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant segment of the
accounting profession of the United States of America, which are applicable from time to time and
are consistently applied.



     “Global Securities Legend” means the legend set forth in Section 2.15(c), which is
required to be placed on all Global Securities issued under this Indenture.



     “Global Securities” means, individually and collectively, each of 144A Global Securities, the
Regulation S Global Securities, and the Exchange Global Securities regardless of whether such
securities are Restricted Global Securities or Unrestricted Global Securities, issued in accordance
with certain sections of this Indenture.



12









 





     “Guarantee” shall mean each guarantee of the Securities by each Guarantor created pursuant to
Article 11.



     “guarantee” means, as applied to any obligation, (1) a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business), direct or indirect, in
any manner, of any part or all of such obligation; and (2) an agreement, direct or indirect,
contingent or otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or any part of such
obligation, including, without limiting the foregoing, the payment of amounts drawn down by letters
of credit.



     “Guarantor” means (1) the Initial Guarantors consisting of each of 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, and each other Material U.S. Subsidiary (other than
a Securitization Entity); (2) each Person who delivers a Guarantee pursuant to Section
11.05; and (3) shall include any successor replacing a Guarantor pursuant to this Indenture,
and thereafter means such successor.



     “Holder” means the Person in whose name a Security is registered on the Registrar’s books.



     “Indebtedness” means, with respect to any Person, without duplication:




     (1) all liabilities of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade payables and other accrued current
liabilities incurred in the ordinary course of business and which are not overdue by more
than 90 days, but including, without limitation, all obligations, contingent or otherwise,
of such
Person in connection with any letters of credit, banker’s acceptance or other similar
credit transaction;




     (2) all obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments;




     (3) all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if the rights and



13









 







remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), but excluding trade accounts payable arising in the
ordinary course of business;




     (4) all obligations of such Person arising under Capitalized Lease Obligations;




     (5) all Indebtedness referred to in the preceding clauses of other Persons and all
dividends of other Persons, the payment of which is secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien
upon property (including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment of such
Indebtedness (the amount of such obligation being deemed to be the lesser of the value of
such property or asset or the amount of the obligation so secured);




     (6) all guarantees of Indebtedness referred to in this definition by such Person;




     (7) all Redeemable Capital Stock of such Person valued at the greater of its voluntary
or involuntary maximum fixed repurchase price plus accrued dividends;




     (8) all obligations under or in respect of Currency Agreements and Interest Rate
Protection Obligations of such Person; and




     (9) any amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to in clauses (1) through (8) of this definition.



     For purposes hereof, the “maximum fixed repurchase price” of any Redeemable Capital Stock
which does not have a fixed repurchase price shall be calculated in accordance with the terms of
such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on
which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Redeemable Capital Stock, such fair
market value shall be determined in good faith by the board of directors of the issuer of such
Redeemable Capital Stock.



     “Indenture” means this Indenture, as amended, modified or supplemented from time to time.



     “Independent Financial Advisor” means a firm (1) which does not, and whose directors, officers
and employees or Affiliates do not, have a direct or indirect financial interest in the
Company; and (2) which, in the judgment of the Board of Directors of the Company, is otherwise
independent and qualified to perform the task for which it is to be engaged.



     “Initial Guarantors” has the meaning set forth in the first paragraph of this Indenture.



     “Initial Securities” has the meaning stated in the second paragraph of this Indenture.



     “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.



14









 





     “Intercreditor Agreement” means the intercreditor agreement dated as of the Issue Date by and
among the Company, the Guarantors, the Credit Agreement Agent and the Collateral Agent, as such
agreement may from time to time be amended, restated, substituted, replaced, supplemented or
otherwise modified (including, without limitation, any successive substitutions, replacements,
supplementations or other modifications of the foregoing).



     “interest” means, with respect to any Security, the amount of all interest accruing on such
Security, including all interest accruing subsequent to the occurrence of any events specified in
Section 6.01(a)(8) and Section 6.01(a)(9) or which would have accrued but for any
such event, whether or not such claims are allowable under applicable law.



     “Interest Payment Date” means the Stated Maturity of an installment of interest on the
Securities, as set forth therein.



     “Interest Rate Protection Agreement” means, with respect to the Company or any of its
Subsidiaries, any arrangement with any other Person whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying either a floating or
a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such
Person calculated by applying a fixed or a floating rate of interest on the same notional amount
and shall include without limitation, interest rate swaps, caps, floors, collars and similar
agreements.



     “Interest Rate Protection Obligations” means the obligations of any Person pursuant to an
Interest Rate Protection Agreement.



     “Interface Global Company” shall have the meaning set forth in Section 10.01(b).



     “Investment” means, with respect to any Person, any direct or indirect loan or other extension
of credit or capital contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or any purchase or
acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or
evidences of Indebtedness issued by, any other Person. In addition, the Fair Market Value of the
assets of any Subsidiary of the Company at the time that such Subsidiary is designated as an
Unrestricted Subsidiary shall be deemed to be an Investment made by the Company in such
Unrestricted Subsidiary at such time. “Investments” shall exclude extensions of trade credit by
the Company and its Subsidiaries in the ordinary course of business in accordance with normal trade
practices of the
Company or such Subsidiary, as the case may be. “Investments” do not include payments made as
the purchase consideration in an Asset Acquisition.



     “IRB Collateral” means property included in the IRB Collateral (as defined in the Credit
Agreement) as may be approved by the Credit Agreement Agent pursuant to the terms of the Credit
Agreement.



     “Issue Date” means June 5, 2009.



     “legal defeasance” shall have the meaning set forth in Section 8.03.



15









 





     “Lien” means any mortgage, charge, pledge, lien (statutory or other), security interest,
hypothecation, assignment for security, claim, or preference or priority or other encumbrance upon
or with respect to any property of any kind. A Person shall be deemed to own subject to a Lien any
property which such Person has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention agreement.



     “Material Subsidiary” means each Subsidiary, now existing or hereinafter established or
acquired, that has or acquires total assets in excess of $10,000,000, or that holds any fixed
assets material to the operations or business of the Company or another Material Subsidiary.



     “Material U.S. Subsidiary” means each Material Subsidiary that is incorporated in the United
States or any State thereof.



     “Maturity Date” means, with respect to any Security, the date on which any principal of such
Security becomes due and payable as therein or herein provided, whether at the Stated Maturity with
respect to such principal or by declaration of acceleration, call for redemption or purchase or
otherwise.



     “Moody’s” means Moody’s Investors Service, Inc. and its successors.



     “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of
cash or Cash Equivalents including payments in respect of deferred payment obligations when
received in the form of cash or Cash Equivalents (except to the extent that such obligations are
financed or sold with recourse to the Company or any Subsidiary of the Company) net of
(1) brokerage commissions and other fees and expenses (including, without limitation, fees and
expenses of legal counsel and investment bankers) related to such Asset Sale; (2) provisions for
all taxes payable as a result of such Asset Sale; (3) amounts required to be paid to any Person
(other than the Company or any Subsidiary of the Company) owning a beneficial interest in the
assets subject to the Asset Sale; and (4) appropriate amounts to be provided by the Company or any
Subsidiary of the Company, as the case may be, as a reserve required in accordance with GAAP
against any liabilities associated with such Asset Sale and retained by the Company or any
Subsidiary of the Company, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities related to
environmental matters and
liabilities under any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers’ Certificate delivered to the Trustee.



     “9.5% Notes” means the Company’s 9.5% Senior Subordinated Notes due 2014.



     “10.375% Notes” means the Company’s 10.375% Senior Notes due 2010.



     “Non-Qualifying Parent Company” shall have the meaning set forth in Section 10.01(b).



     “Non-U.S. Person” means a Person that is not a “U.S. Person”, as defined in Regulation S.



     “Officer” means the Chairman of the Board, the President, the Chief Executive Officer, any
Executive Vice President, any Senior Vice President, any Vice President, the Chief Financial



16









 







Officer, the Treasurer, the Secretary or the Controller of the Company or a Guarantor, as the case
may be.



     “Officers’ Certificate” means a certificate signed by two Officers or by an Officer and an
Assistant Treasurer or Assistant Secretary of the Company or a Guarantor, as the case may be, and
delivered to the Trustee.



     “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable
to the Trustee. The counsel may be an employee of or counsel to the Company.



     “Overseas Holdings” shall have the meaning set forth in Section 10.01(b).



     “Pari Passu Junior Lien Obligations” means any Indebtedness of the Company or any of its
Subsidiaries (including Additional Securities) that is secured by a Lien on the Collateral ranking
pari passu with the Second Priority Liens.



     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to
The Depository Trust Company, shall include Euroclear and Clearstream).



     “Paying Agent” has the meaning set forth in Section 2.03.



     ‘‘Permitted Collateral Liens’’ means the First Priority Liens, the Second Priority Liens, any
Liens securing Pari Passu Junior Lien Obligations, Liens permitted under clauses (2) through (11)
of the definition of Permitted Liens, and any other Liens permitted under the Credit Agreement (or
that would have been permitted by the Credit Agreement as in effect on the Issue Date).



     “Permitted Holder” means any of (1) Ray C. Anderson, Daniel T. Hendrix, John R. Wells, Raymond
S. Willoch, Robert A. Coombs, Patrick C. Lynch, Carl I. Gable, Lindsey Parnell and J. Smith
Lanier, II and (2) in the case of each individual referred to in the preceding clause (1), for the
purposes of this definition, the reference to such individual shall be deemed to include the
members of such individual’s immediate family, such individual’s estate, and any trusts established
by such
individual (whether inter vivos or testamentary) for the benefit of members of such
individual’s immediate family.



     “Permitted Indebtedness” means the following Indebtedness (each of which shall be given
independent effect):




     (1) Indebtedness of the Company evidenced by the Securities issued on the Issue Date or
constituting the Exchange Securities issued in exchange therefor;




     (2) Indebtedness of any Guarantor evidenced by its Guarantee of the Initial Securities,
the Exchange Securities or in respect of Additional Securities issued in accordance with the
other terms of this Indenture;




     (3) Indebtedness of the Company and its Subsidiaries outstanding on the Issue Date;



17









 






     (4) Indebtedness of the Company and its Subsidiaries in respect of the Credit Agreement
in an aggregate principal amount at any one time outstanding not to exceed the greater of
(A) the Borrowing Base, or (B) $125,000,000 less, in each case, the sum of (i) amounts
(without duplication) at any one time outstanding under Receivables Securitization
Agreements as of the end of the most recently completed fiscal quarter for which financial
statements are available; and (ii) the aggregate amount of all Net Proceeds of Asset Sales
used to repay borrowings under the Credit Agreement pursuant to Section 4.12 to the
extent such repayments are required to permanently reduce the commitments under the Credit
Agreement pursuant to such Section 4.12, it being understood that any amounts
outstanding under the Credit Agreement on the Issue Date are deemed to be incurred under
this clause (4);




     (5) Indebtedness of the Company and its Subsidiaries in respect of the European Credit
Agreement in an aggregate principal amount at any one time outstanding not to exceed
€32,000,000;




     (6) Interest Rate Protection Obligations:




     (A) of the Company covering Indebtedness of the Company or a Subsidiary of the
Company, and




     (B) of any Subsidiary of the Company covering Indebtedness of such Subsidiary;




provided, however, that, in the case of either clause (A) or (B): (i) any Indebtedness to
which any such Interest Rate Protection Obligations relate bears interest at fluctuating
interest rates and is otherwise permitted to be incurred under the provisions of
Section 4.08, and (ii) the notional principal amount of any such Interest Rate
Protection Obligations does not exceed
the principal amount of the Indebtedness to which such Interest Rate Protection Obligations
relate;




     (7) Indebtedness of a Wholly Owned Subsidiary owed to and held by the Company or
another Wholly Owned Subsidiary, provided that each loan or other extension of credit:




     (A) made by a Guarantor to another Subsidiary that is not a Guarantor shall not
be subordinated to other obligations of such Subsidiary, and




     (B) made to a Guarantor by another Subsidiary that is not a Guarantor shall be
made on a subordinated basis to the Guarantees,




except that (i) any transfer (which shall not include a pledge or assignment as collateral
to or for the benefit of any holders of Senior Indebtedness) of such Indebtedness by the
Company or a Wholly Owned Subsidiary (other than to the Company or to a Wholly Owned
Subsidiary) and (ii) the sale, transfer or other disposition by the Company or any
Subsidiary of the Company of Capital Stock of a Wholly Owned Subsidiary which is owed
Indebtedness



18









 







of another Wholly Owned Subsidiary such that it ceases to be a Wholly Owned
Subsidiary of the Company shall, in each case and without duplication, be an incurrence of
Indebtedness by such Subsidiary subject to the other provisions of Section 4.08.




     (8) Indebtedness of the Company owed to and held by a Wholly Owned Subsidiary of the
Company, provided that each loan or other extension of credit made by a Subsidiary that is
not a Guarantor shall be subordinated in right of payment to the payment and performance of
the Company’s obligations under this Indenture and the Securities except that:




     (A) any transfer (which shall not include a pledge or assignment as collateral
to or for the benefit of any holders of Senior Indebtedness) of such Indebtedness by
a Wholly Owned Subsidiary of the Company (other than to another Wholly Owned
Subsidiary of the Company), and




     (B) the sale, transfer or other disposition by the Company or any Subsidiary of
the Company of Capital Stock of a Wholly Owned Subsidiary (which holds Indebtedness
of the Company) such that it ceases to be a Wholly Owned Subsidiary




shall, in each case under this clause (8) and without duplication, be an incurrence of
Indebtedness by the Company, subject to the other provisions of Section 4.08;




     (9) Indebtedness in respect of Currency Agreements; provided that, in the case of
Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase
the Indebtedness of the Company and its Subsidiaries outstanding other than as a
result of fluctuations in foreign currency exchange rates or by reason of fees,
indemnities and compensation payable thereunder;




     (10) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of business; provided,
however, that such Indebtedness is extinguished within five Business Days of incurrence;




     (11) Indebtedness of the Company or any of its Subsidiaries evidenced by guarantees of
any Permitted Indebtedness subject, in the case of any Subsidiary, to compliance with the
requirements set forth in Section 4.16 and Article 11;




     (12) Indebtedness of the Company or any of its Subsidiaries represented by letters of
credit for the account of the Company or such Subsidiary, as the case may be, in order to
provide security for workers’ compensation claims, payment obligations in connection with
self insurance or similar requirements in the ordinary course of business;




     (13) Indebtedness incurred with respect to:



19









 






     (A) letters of credit issued for the account of the Company or any Subsidiary of
the Company pursuant to the Credit Agreement, subject to clause (4) of this
definition and the limitations set forth therein,




     (B) letters of credit issued for the account of the Company or any Subsidiary of
the Company pursuant to the European Credit Agreement, subject to clause (5) above
and the limitations set forth therein, and




     (C) unsecured letters of credit in addition to those described in (12) above,
issued for the account of the Company or any Subsidiary of the Company in the
ordinary course of business in aggregate outstanding stated amounts not to exceed
$5,000,000;




     (14) Indebtedness, if any, owing or incurred by the Company or any Subsidiary in
connection with sales of receivables of the Company or any Subsidiary pursuant to
Receivables Securitization Agreements in connection with one or more Qualified
Securitization Transactions (including, if and as applicable, and without limitation, any
Indebtedness incurred by a Securitization Entity in connection with a Qualified
Securitization Transaction);




     (15) Indebtedness in respect of purchase money obligations, the incurrence of
Indebtedness represented by Capitalized Lease Obligations, mortgage financings, purchase
money obligations or other Indebtedness incurred or assumed in connection with the
acquisition, construction, improvement or development of real or personal property (whether
through the direct purchase of assets or the Capital Stock of any Person owning such
assets), in each case incurred (A) within 180 days before or after the acquisition,
construction, development or improvement of the related asset in the case of the initial
financing of all or
any part of the purchase price or cost of acquisition, construction, improvement or
development of property used in the business of the Company or one or more of its
Subsidiaries, or (B) the refinancing of Indebtedness described in clause (A), in an
aggregate principal amount pursuant to this clause (15) not to exceed $10,000,000 at any
time outstanding;




     (16) Indebtedness of the Company or any Subsidiary of the Company secured by the
Permitted Liens of the type described in clause (16) of the definition of Permitted Liens;




     (17) Indebtedness of the Company or any Subsidiary of the Company in addition to that
described in clauses (1) through (16) above of this definition, in an aggregate principal
amount outstanding at any time not exceeding $30,000,000; and




     (18) Permitted Refinancing Indebtedness, which means:




     (A) Indebtedness of the Company the proceeds of which are used with reasonable
promptness to refinance (whether by amendment, renewal, extension, substitution,
refinancing, refunding or replacement, whether with the same or any



20









 







other Person(s)
as lender(s), including successive financings thereof) Indebtedness of the Company or
any of its Subsidiaries, and




     (B) Indebtedness of any Subsidiary of the Company the proceeds of which are used
with reasonable promptness to refinance (whether by amendment, renewal, extension,
substitution, refinancing, refunding or replacement, whether with the same or any
other Person(s) as lender(s), including successive financings thereof) Indebtedness
of such Subsidiary,




in each case, under subclause (A) and subclause (B) of this clause (18), to the extent the
Indebtedness to be refinanced was incurred pursuant to clauses (1), (2) or (3) above of this
definition or this clause (18) (other than the Indebtedness refinanced, redeemed or retired
on the Issue Date) or is originally incurred pursuant to the proviso in Section
4.08.




     Furthermore, in order to be Permitted Refinancing Indebtedness under this clause (18),
the principal amount of Indebtedness incurred pursuant to this clause (18) (or, if such
Indebtedness provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof, the original issue price
of such Indebtedness) shall not:




     (C) exceed the sum of the principal amount of Indebtedness so refinanced (except
where the amount of any excess is permitted pursuant to another clause of this
definition), plus the amount of any premium or other amount required to be paid in
connection with such refinancing pursuant to the terms of such Indebtedness or the
amount of any premium or other amount reasonably determined by the Board of Directors
of the Company as necessary to accomplish such refinancing by means of a
tender offer or privately negotiated purchase, plus the amount of expenses in
connection therewith; and




     (D) in the case of Indebtedness incurred by the Company or a Guarantor pursuant
to this clause (18) to: (i) refinance Subordinated Indebtedness, such Indebtedness
(I) has no scheduled principal payment prior to the 91st day after the final maturity
date of the Subordinated Indebtedness refinanced, (II) has an Average Life to Stated
Maturity greater than the remaining Average Life to Stated Maturity of the
Subordinated Indebtedness refinanced, and (III) is subordinated to the Securities or
the Guarantees, as the case may be, in the same manner and to the same extent that
the Subordinated Indebtedness being refinanced is subordinated to the Securities or
the Guarantees, as the case may be, and (ii) refinance other Senior Indebtedness,
such Indebtedness (I) has no scheduled principal payment prior to the 91st day after
the final maturity date of the Senior Indebtedness refinanced, (II) has an Average
Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of
the Indebtedness refinanced, and (III) constitutes other Senior Indebtedness or
Subordinated Indebtedness.



21









 





     “Permitted Investments” means any of the following:




     (1) Investments in any Subsidiary of the Company (including any Person that pursuant to
such Investment becomes a Subsidiary of the Company) and in any Person that is merged or
consolidated with or into, or transfers or conveys all or substantially all of its assets
to, the Company or any Subsidiary of the Company at the time such Investment is made;




     (2) Investments in Cash Equivalents;




     (3) Investments in deposits with respect to leases or utilities provided to third
parties in the ordinary course of business;




     (4) Investments in the Securities;




     (5) Investments in Currency Agreements on commercially reasonable terms entered into by
the Company or any of its Subsidiaries in the ordinary course of business in connection with
the operations of the business of the Company or its Subsidiaries to hedge against
fluctuations in foreign exchange rates;




     (6) Loans or advances to officers, employees or consultants of the Company and its
Subsidiaries in the ordinary course of business for bona fide business purposes of the
Company and its Subsidiaries (including travel and moving expenses) not in excess of
$1,000,000 in the aggregate at any one time outstanding;




     (7) Investments in evidences of Indebtedness, securities or other property received
from another Person by the Company or any of its Subsidiaries in connection with any
bankruptcy proceeding or by reason of a composition or readjustment of debt or a
reorganization of such Person or as a result of foreclosure, perfection or enforcement
of any Lien in exchange for evidences of Indebtedness, securities or other property of such
Person held by the Company or any of its Subsidiaries, or for other liabilities or
obligations of such other Person to the Company or any of its Subsidiaries that were
created, in accordance with the terms of the Indenture;




     (8) Investments in Interest Rate Protection Agreements on commercially reasonable terms
entered into by the Company or any of its Subsidiaries in the ordinary course of business in
connection with the operations of the business of the Company or its Subsidiaries to hedge
against fluctuations in interest rates; and




     (9) Investments, in addition to those described in clauses (1) through (8) above, in an
aggregate amount at any time outstanding not to exceed 15% of the Company’s Consolidated Net
Worth.



     “Permitted Liens” means the following types of Liens:




     (1) Liens existing on the Issue Date;



22









 






     (2) Liens for taxes, assessments or governmental charges or claims either (a) not
delinquent or (b) contested in good faith by appropriate proceedings and as to which the
Company or any of its Subsidiaries shall have set aside on its books such reserves as may be
required pursuant to GAAP;




     (3) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business for sums not yet delinquent or being contested in good faith, if such
reserve or other appropriate provision, if any, as shall be required by GAAP shall have been
made in respect thereof;




     (4) Liens incurred or deposits made in the ordinary course of business in connection
with workers’ compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, governmental contracts, performance and return-of-money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money);




     (5) judgment Liens not giving rise to an Event of Default so long as such Lien is
adequately bonded and any appropriate legal proceedings which may have been duly initiated
for the review of such judgment shall not have been finally terminated or the period within
which such proceedings may be initiated shall not have expired;




     (6) easements, rights-of-way, zoning restrictions and other similar charges or
encumbrances in respect of real property not interfering in any material respect with the
ordinary conduct of the business of the Company of any of its Subsidiaries;




     (7) any interest or title of a lessor under any Capitalized Lease Obligation or
operating lease;




     (8) purchase money Liens to finance the acquisition or construction of property or
assets of the Company or any Subsidiary of the Company acquired or constructed in the
ordinary course of business; provided, however, that (a) the related purchase money
Indebtedness shall not be secured by any property or assets of the Company or any Subsidiary
of the Company other than the property and assets so acquired or constructed and (b) the
Lien securing such Indebtedness either (i) exists at the time of such acquisition or
construction or (ii) shall be created within 90 days of such acquisition or construction;




     (9) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;




     (10) Liens on any property securing the obligations of the Company or any Subsidiaries
in respect of letters of credit issued by the lenders under the Credit Agreement and as
permitted under the Credit Agreement in support of industrial development revenue bonds;



23









 






     (11) Liens, if any, that may be deemed to have been granted in connection with accounts
receivable or interests in accounts receivable of the Company or any Subsidiary as a result
of the assignment thereof pursuant to Receivables Securitization Agreements;




     (12) the First Priority Liens;




     (13) Liens on assets of the Company or any Subsidiary securing Indebtedness under the
European Credit Agreement (including guarantees by any Subsidiary in respect of such
Indebtedness);




     (14) Liens on the IRB Collateral;




     (15) the Second Priority Liens;




     (16) Liens securing Pari Passu Junior Lien Obligations (including Additional
Securities) in an aggregate principal amount not to exceed the greater of (i) $50,000,000
and (ii) the amount that would not cause the Secured Leverage Ratio as of the date of the
incurrence and immediately after giving effect to the incurrence thereof to exceed 2.25 to
1.0; and




     (17) Liens on assets of the Company or any Subsidiary (other than the Collateral and
not otherwise permitted under clauses (1)-(16) of this definition) securing Indebtedness in
an aggregate principal amount not to exceed $25,000,000 at any time outstanding.



     “Person” means any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, charitable foundation, unincorporated
organization, government or any agency or political subdivision thereof or any other entity.



     “Physical Security” means a certificated Security registered in the name of the Holder thereof
and issued in accordance with Section 2.06 hereof, in the form of Exhibit A hereto,
except that such Security shall not bear the Global Securities Legend and shall not have the
“Schedule of Exchanges of Interests in the Global Securities” attached thereto.



     “Predecessor Security” means, with respect to any particular Security, every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section
2.07 hereof in exchange for a mutilated Security or in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Security.



     “Preferred Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated) of such Person’s preferred or preference
stock whether now outstanding or issued after the date of this Indenture, and includes, without
limitation, all classes and series of preferred or preference stock.



     “principal” means, with respect to any debt security, the principal of the security plus, when
appropriate, the premium, if any, on the security and any interest on overdue principal.



24









 





     “Private Placement Legend” means the legend set forth in Section 2.15(a).



     “Public Equity Offering” means a completed public offering of Equity Interests (other than
Redeemable Capital Stock) of the Company pursuant to an effective registration statement (other
than a registration statement filed on Form S-4 or S-8 (or a successor form thereto)) filed with
the SEC in accordance with the Securities Act that is either underwritten on a firm commitment
basis or structured as a rights offering to all of the Company’s shareholders.



     “QIB” means a “Qualified Institutional Buyer” under Rule 144A.



     “Qualified Securitization Transaction” means any transaction or series of transactions, and
related Receivables Securitization Agreements, that may be entered into by the Company or any
Securitization Entity, pursuant to which (A) the Company or any Subsidiary may sell, convey or
otherwise transfer to a Securitization Entity its interests in Receivables and Related Assets, and
(B) such Securitization Entity transfers to any other Person interests in, or grants a security
interest in, such Receivables and Related Assets, pursuant to a transaction customary in the
industry.



     “Receivables and Related Assets” means all indebtedness owed to the Company or any Subsidiary
constituting an account, chattel paper, instrument or general intangible, arising in connection
with the sale of goods or the rendering of services by the Company or such Subsidiary, as the case
may be, and further includes, without limitation, the obligation to pay any finance charges with
respect thereto. Indebtedness arising from any one transaction, including, without limitation,
indebtedness represented by an individual invoice, shall constitute a Receivable and Related Asset
separate from a Receivable and Related Asset consisting of the indebtedness arising from any
other transaction; provided, further, that any indebtedness referred to in the immediately
preceding sentence shall be a Receivable and Related Asset regardless of whether the account debtor
or the Company (or its Subsidiary, as the case may be) treats such indebtedness as a separate
payment obligation.



     “Receivables Securitization Agreements” means a series of interrelated agreements (including a
receivables purchase agreement, a receivables sale agreement, a receivables transfer agreement, and
other usual and customary agreements and instruments) entered into by the Company, its Subsidiaries
or any Securitization Entity, the purpose of which are to govern the terms of a Qualified
Securitization Transaction, in each case as such agreement or agreements may from time to time be
amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or
otherwise modified (including, without limitation, any successive renewals, extensions,
substitutions, refinancings, restructurings, replacements, supplements or other modifications of
the foregoing), and whether with the initial parties thereto or other parties and administrative
agents.



     “Redeemable Capital Stock” means any shares of any class or series of Capital Stock that,
either by the terms thereof, by the terms of any security into which it is convertible or
exchangeable or by contract or otherwise, is or upon the happening of an event or passage of time
would be, required to be redeemed prior to the Stated Maturity with respect to the principal of any
Security or



25









 







is redeemable at the option of the holder thereof at any time prior to any such Stated
Maturity, or is convertible into or exchangeable for debt securities at any time prior to any such
Stated Maturity.



     “Redemption Date” means, with respect to any Security to be redeemed, the date fixed by the
Company for such redemption pursuant to this Indenture and the Securities.



     “Redemption Price” means, with respect to any Security to be redeemed, the price fixed for
such redemption pursuant to the terms of this Indenture and the Securities.



     “Reference Period” has the meaning set forth in the definition of Consolidated Fixed Charge
Coverage Ratio.



     “Registrar” has the meaning set forth in Section 2.03.



     “Registration Rights Agreement” means (i) in the case of the Initial Securities, the
Registration Rights Agreement, dated as of June 5, 2009, among the Company, the Guarantors and Banc
of America Securities LLC, Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC, for the
benefit of the Holders of the Initial Securities, and (ii) as to any Additional Securities, any
registration rights agreement, if any, entered into in connection with the sale of such Additional
Securities.



     “Registration Statement” means a Registration Statement as defined in a Registration Rights
Agreement.



     “Regulation S” means Regulation S under the Securities Act.



     “Regulation S Legend” means the legend set forth in Section 2.15(b).



     “Regulation S Global Securities” means Global Securities bearing the Global Securities Legend
and the Private Placement Legend and deposited with or on behalf of and registered in the name of
the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount
of the Securities resold in reliance on Rule 904 of Regulation S.



     “Regulation S Temporary Global Security” has the meaning set forth in Section 2.01.



     “Restricted Global Security” means a Global Security bearing the Private Placement Legend.



     “Restricted Payment” has the meaning set forth in Section 4.09.



     “Restricted Period” means the period or periods of time during which a Security must bear one
or both of the Private Placement Legend or the Regulation S Legend.



     “Restricted Physical Security” means a Physical Security bearing the Private Placement Legend.



     “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an
Unrestricted Subsidiary.



26









 





     “Rule 144A” means Rule 144A under the Securities Act.



     “Sale and Leaseback Transaction” shall have the meaning set forth in Section 4.15.



     “SEC” means the Securities and Exchange Commission, as from time to time constituted, or if at
any time after the execution of the Indenture such Commission is not existing and performing the
applicable duties now assigned to it, then the body or bodies performing such duties at such time.



     “Second Priority Lien Obligations” means Indebtedness and other obligations incurred under the
Initial Securities and any Exchange Securities.



     “Second Priority Liens” means all Liens on the Collateral that secure Second Priority Lien
Obligations on the Issue Date.



     “Secured Indebtedness” means, on any date, the principal amount of Indebtedness of the Company
and its Subsidiaries secured by a Lien on any assets of the Company or any Subsidiary on such date
that would be required to be reflected as liabilities of the Company on a consolidated balance
sheet (excluding the notes thereto) of the Company prepared on such date in accordance with GAAP.



     “Secured Leverage Ratio” means, on any date, the ratio of (1) Secured Indebtedness on such
date to (2) Consolidated EBITDA during the four full fiscal quarters (for purposes of this
definition,
the “Four Quarter Period”) ending prior to the date of the transaction giving rise to the need
to calculate the Secured Leverage Ratio for which financial statements are available (for purposes
of this definition, the “Transaction Date”). For purposes of this definition, “Consolidated
EBITDA” and “Secured Indebtedness” shall be calculated after giving effect on a pro forma basis for
the period of such calculation to:




     (A) the incurrence or repayment of any indebtedness of such Person or any of its
Restricted Subsidiaries (and the application of the proceeds thereof giving rise to the need
to make such calculation and any incurrence or repayment of other indebtedness (and the
application of the proceeds thereof); and




     (B) any Asset Sale or other disposition or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such calculation as a
result of such Person or one of its Restricted Subsidiaries (including any Person who
becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or
otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA
attributable to the assets which are the subject of the Asset Acquisition or Asset Sale or
other disposition during the Four Quarter Period) occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including
the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the
first day of the Four Quarter Period.



27









 





     “Security Agreement” means the pledge and security agreement to be dated as of the Issue Date
between the Company, the Collateral Agent and the Guarantors (except for Interface Global Company)
for the benefit of the holders of the Second Priority Lien Obligations, granting, among other
things, a Second Priority Lien on the Collateral described therein in favor of the Collateral Agent
for the benefit of the holders of the Second Priority Lien Obligations, as amended, modified,
restated, supplemented or replaced from time to time in accordance with its terms.



     “Security Documents” means the Security Agreement and any other agreement, document, mortgage
or instrument pursuant to which a Lien is granted (or purported to be granted) securing the
Securities or under which rights or remedies with respect to such Liens are governed, as the same
may be amended, restated, supplemented, modified or replaced from time to time.



     “Securities” means the Initial Securities, any Exchange Securities, any Additional Securities
and any other securities that are issued under this Indenture, as amended or supplemented from time
to time pursuant to this Indenture.



     “Securities Act” means the Securities Act of 1933, as amended from time to time.



     “Securitization Entity” shall mean (1) any Subsidiary of the Company organized as a special
purpose entity (A) to acquire accounts receivable from the Company or any Subsidiary of the Company
pursuant to Receivables Securitization Agreements, (B) to sell, convey or otherwise transfer, or
grant a security interest in, such accounts receivable, any interests therein and any assets
related thereto, to one or more financing entities under Receivables Securitization
Agreements, and (C) engages in no other activities other than in connection with the financing of
Receivables and Related Assets, or (2) another Person in which the Company or any Subsidiary of the
Company makes an Investment and to which the Company or any Subsidiary of the Company transfers
Receivables and Related Assets, and that, in either case, is designated by the Board of Directors
of the Company (as provided below) as a Securitization Entity, and




(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of
which:




(i) is guaranteed by the Company or any Restricted Subsidiary (excluding Guarantees
(other than the principal of, and interest on, Indebtedness) pursuant to usual and
customary securitization undertakings);




(ii) is recourse to or obligates the Company or any Restricted Subsidiary (other than
such Securitization Entity) in any way other than pursuant to usual and customary
securitization undertakings; or




(iii) subjects any property or asset of the Company or any Restricted Subsidiary
(other than such Securitization Entity) directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to usual and customary
securitization undertakings;



28









 






(b) with which neither the Company nor any Restricted Subsidiary (other than such
Securitization Entity) has any material contract, agreement, arrangement or understanding
other than on terms, taken as a whole, that are not materially less favorable to the Company
or such Restricted Subsidiary than those that might be obtained at the time from Persons
that are not Affiliates of the Company, other than fees payable in the ordinary course of
business in connection with servicing accounts receivable of such entity; and




(c) to which neither the Company nor any Restricted Subsidiary (other than such
Securitization Entity) has any obligation to maintain or preserve such entity’s financial
condition or cause such entity to achieve certain levels of operating results.



     Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee
by filing with the Trustee a certified copy of the resolution of the Board of Directors of the
Company giving effect to the designation and an Officers’ Certificate certifying that the
designation complied with the preceding conditions and was permitted by the terms of this
Indenture.



     “Senior Indebtedness” means, as to the Company, Indebtedness of the Company that is not
Subordinated Indebtedness and, as to any Guarantor, means Indebtedness of the Guarantor which is
not Subordinated Indebtedness.



     “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.



     “Significant Subsidiary” shall have the same meaning as in Rule 1.02(w) of Regulation S-X
under the Securities Act.



     “S&P” means Standard & Poor’s Corporation, and its successors.



     “Special Interest” has the meaning set forth in the applicable Registration Rights Agreement.



     “Stated Maturity” means, when used with respect to any Security or any installment of interest
thereon, the date specified in such Security as the fixed date on which the principal of such
Security or such installment of interest is due and payable, and when used with respect to any
other Indebtedness, means the date specified in the instrument governing such Indebtedness as the
fixed date on which the principal of such Indebtedness, or any installment of interest thereon, is
due and payable.



     “Subordinated Indebtedness” means, as to the Company, any Indebtedness of the Company that,
pursuant to the instrument evidencing or governing such Indebtedness, is subordinated in right of
payment to the Securities and, as to any Guarantor, means Indebtedness of the Guarantor which is
subordinated in right of payment to the Guarantees.



     “Subsidiary” means, with respect to any Person, (i) a corporation a majority of whose Voting
Stock is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof and (ii) any other Person (other
than a corporation), including, without limitation, a joint venture, in which such



29









 







Person, one or
more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or
indirectly, at the date of determination thereof, has at least majority ownership interest entitled
to vote in the election of directors, managers or trustees thereof (or other Person performing
similar functions). For purposes of this definition, any directors’ qualifying shares or
investments by foreign nationals mandated by applicable law shall be disregarded in determining the
ownership of a Subsidiary. Notwithstanding the foregoing, an Unrestricted Subsidiary shall not be
deemed a Subsidiary of the Company under this Indenture, other than for purposes of the definition
of an Unrestricted Subsidiary, unless the Company shall have designated an Unrestricted Subsidiary
as a “Subsidiary” by written notice to the Trustee under this Indenture, accompanied by an
Officers’ Certificate as to compliance with the Indenture, including Section 4.20.



     “Surviving Entity” shall have the meaning set forth in Section 5.01.



     “Tangible Assets” means, at any date, the gross book value, as shown by the accounting books
and records of the Company and its Subsidiaries, of all the property both real and personal of the
Company and its Subsidiaries, less:




     (1) the net book value of all licenses, patents, patent applications, copyrights,
trademarks, trade names, goodwill, noncompete agreements or organizational expenses and
other like intangibles;




     (2) unamortized debt discount expense;




     (3) all reserves for depreciation, obsolescence, depletion and amortization of
properties; and




     (4) all other proper reserves which in accordance with GAAP should be provided in
connection with the business conducted by the Company.



     “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the
Issue Date.



     “Trust Officer” means any officer in the Corporate Trust Department of the Trustee or any
other officer of the Trustee customarily performing functions similar to those performed by any of
the above-designated officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.



     “Trustee” means the party named as such in this Indenture until a successor replaces such
party (or any previous successor) in accordance with the provisions of this Indenture, and
thereafter means such successor.



     “Unrestricted Global Securities” means permanent Global Securities in the form of Exhibit
A attached hereto that bears the Global Securities Legend and that has the “Schedule of
Exchanges of Interests in the Global Securities” attached thereto, and that is deposited with or on
behalf of and



30









 







registered in the name of the Depositary, representing a series of Securities that do
not bear the Private Placement Legend.



     “Unrestricted Physical Securities” means Physical Securities representing a series of
Securities which do not bear the Private Placement Legend.



     “Unrestricted Subsidiary” means a Subsidiary of the Company other than a Guarantor:




     (1) none of whose properties or assets were owned by the Company or any of its
Subsidiaries prior to the Issue Date, other than any such assets as are transferred to such
Unrestricted Subsidiary in accordance with Section 4.09 hereof;




     (2) whose properties and assets, to the extent that they secure Indebtedness, secure
only Non-Recourse Indebtedness; and




     (3) which has no Indebtedness other than Non-Recourse Indebtedness.




As used in this definition, “Non-Recourse Indebtedness” means Indebtedness as to which:




     (1) neither the Company nor any of its Subsidiaries (other than the relevant
Unrestricted Subsidiary or another Unrestricted Subsidiary):




     (A) provides credit support (including any undertaking, agreement or instrument
which would constitute Indebtedness),




     (B) guarantees or is otherwise directly or indirectly liable, or




     (C) constitutes the lender




(in each case, under clauses (A) through (C) above), other than pursuant to and in
compliance with Section 4.09); and




     (2) no default with respect to such Indebtedness (including any rights which the
holders thereof may have to take enforcement action against the relevant Unrestricted
Subsidiary or its assets) would permit (upon notice, lapse of time or both) any holder of
any other Indebtedness of the Company or its Subsidiaries (other than Unrestricted
Subsidiaries) to declare a default on such other Indebtedness or cause the payment thereof
to be accelerated or payable prior to its stated maturity.



     “U.S. Government Obligations” shall have the meaning set forth in Section 8.05(a)(1).



     “Voting Stock” means any class or classes of Capital Stock pursuant to which the holders
thereof have the general voting power under ordinary circumstances to elect the board of directors,
managers or trustees of any Person (irrespective of whether or not, at the time, Capital Stock of
any other class or classes shall have, or might have, voting power by reason of the happening of
any contingency).



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     “Wholly Owned Subsidiary” means any Subsidiary of the Company of which 100% of the outstanding
Capital Stock is owned by the Company or by one or more Wholly Owned Subsidiaries of the Company or
by the Company and one or more Wholly Owned Subsidiaries of the Company. For purposes of this
definition, any directors’ qualifying shares or investments by foreign nationals mandated by
applicable law shall be disregarded in determining the ownership of a Subsidiary.



SECTION 1.02 Incorporation by Reference of Trust Indenture Act.




     Upon the issuance of the Exchange Securities, if any, or the effectiveness of the Shelf
Registration Statement (as defined herein), this Indenture will be subject to, and shall be
governed by, the provisions of the TIA that are required or deemed to be part of and to govern
indentures qualified under the TIA. Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The following TIA
terms used in this Indenture have the following meanings:



     “Commission” means the SEC;



     “indenture securities” means the Securities and any Guarantees;



     “indenture security holder” means a Holder;



     “indenture to be qualified” means this Indenture;



     “indenture trustee” or “institutional trustee” means the Trustee; and



     “obligor” on the indenture securities means the Company, any Guarantor or any other obligor on
the Securities or the Guarantees.



All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule and not otherwise defined herein have the meanings assigned
to them therein.



SECTION 1.03 Rules of Construction.




     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




     (1) a term has the meaning assigned to it;




     (2) words in the singular include the plural, and words in the plural include the
singular;




     (3) “or” is not exclusive;




     (4) “including” means “including, without limitation,”




     (5) provisions apply to successive events and transactions;



32









 






     (6) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP;




     (7) the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision; and




     (8) all references to $ or dollars shall refer to the lawful currency of the United
States of America.



ARTICLE 2

THE SECURITIES




SECTION 2.01 Form and Dating.




     (a) General. The Securities and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A attached hereto. The Securities may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each of the Securities shall
be dated the date of its authentication. The Securities shall be issued in denominations of $2,000
and integral multiples of $1,000 in excess thereof.



     The terms and provisions contained in the Securities shall constitute, and are hereby
expressly made, a part of this Indenture and the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any of the Securities conflicts with the express provisions
of this Indenture, the provisions of this Indenture shall govern and be controlling.



     (b) Global Securities.




     (1) Securities offered and sold in reliance on Rule 144A shall be issued initially in
the form of one or more 144A Global Securities in registered form without interest coupons,
substantially in the form of Exhibit A attached hereto with the appropriate legends
required by Section 2.15 of this Indenture, which shall be deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. Each of the Securities shall represent such of the
outstanding Securities as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Guarantees from time to time
endorsed thereon and that the aggregate principal amount of outstanding Securities
represented thereby may from time to time be reduced or increased, as appropriate. Any
endorsement of a Global Security to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Securities represented thereby shall be made by
the Trustee, in accordance with instructions given by the Holder thereof as required herein;




     (2) Securities offered and sold in reliance on Regulation S shall be issued initially
in the form of one or more temporary global notes in registered form without interest
coupons, substantially in the form of Exhibit A attached hereto (a “Regulation S
Temporary



33









 







Global Security”) with the appropriate legends required by Section 2.15 of
this Indenture, which shall be deposited with the Trustee, as custodian for the Depositary,
and registered in the name of the Depositary or the nominee of the Depositary for the
accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The Restricted
Period for any series of Securities shall be terminated upon the receipt by the Trustee of
(A) a written certificate from the Depositary, together with copies of certificates from
Euroclear and Clearstream certifying that they have received certification of non-United
States beneficial ownership of 100% of the aggregate principal amount of the Regulation S
Temporary Global Security of such series
(except to the extent of any beneficial owners thereof who acquired an interest therein
during the Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial ownership interest in a 144A
Global Security of such series bearing a Private Placement Legend, all as contemplated by
Section 2.15 hereof), and (B) an Officers’ Certificate from the Company;




     (3) Following the termination of the Restricted Period, beneficial interests in a
Regulation S Temporary Global Security of any series shall be exchanged for beneficial
interests in one or more permanent global securities of such series in registered form
without interest coupons, substantially in the form of Exhibit A attached hereto (a
“Regulation S Permanent Global Security” and, collectively with the Regulation S Temporary
Global Security, are the Regulation S Global Securities) pursuant to the Applicable
Procedures. Simultaneously with the authentication of Regulation S Permanent Global
Securities of any series, the Trustee shall cancel the Regulation S Temporary Global
Securities with respect to such series. The aggregate principal amount of the Regulation S
Temporary Global Securities of each series and the Regulation S Permanent Global Securities
of each series may, from time to time, be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or, its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided;




     (4) Exchange Securities exchanged for interests in the 144A Global Securities, the
Regulation S Global Securities or any Physical Securities of any series shall, subject to
Section 2.16(b), be issued in the form of one or more permanent global securities in
registered form without interest coupons, substantially in the form of Exhibit A
attached hereto (the “Exchange Global Securities”), which shall be deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided;



     (c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Temporary Global Securities and
Regulation S Permanent Global Securities that are held by Participants through Euroclear or
Clearstream.



34









 





SECTION 2.02 Execution and Authentication.




     One Officer shall sign the Securities for the Company by manual or facsimile signature.



     If the Officer whose signature is on any of the Securities no longer holds that office at the
time the Securities are authenticated, the Securities shall nevertheless be valid.



     A Security shall not be valid until authenticated by the manual signature of the Trustee. The
signature of the Trustee shall be conclusive evidence that the applicable Securities have been
authenticated under this Indenture. The form of Trustee’s certificate of authentication to be
borne by the Securities shall be substantially in the form of Exhibit A attached hereto.



     The Trustee shall, upon a written order of the Company signed by one Officer (an
“Authentication Order”), authenticate Securities of each series for original issue, of which
$150,000,000 will be issued as Initial Securities on the date hereof. There is no limit on the
aggregate principal amount of Securities that may be outstanding at any time; however, the issuance
of Additional Securities is subject to the limitations set forth elsewhere in this Indenture.



     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities. Unless limited by the terms of such appointment, an authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with Holders or an Affiliate of the Company.



     The Trustee shall have the right to decline to authenticate and deliver any Securities under
this Section if the Trustee, being advised by counsel, determines that such action would not be
permitted by the terms of the Indenture, may not lawfully be taken, or, if the Trustee, in good
faith, shall determine that such action would expose the Trustee to personal liability to existing
Holders.



SECTION 2.03 Registrar and Paying Agent.




     The Company shall maintain (a) an office or agency where Securities may be presented for
registration of transfer or for exchange (“Registrar”) and (b) an office or agency where Securities
may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any co-registrar and the
term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent
or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the
name and address of any Agent not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or
any of its Subsidiaries may act as Paying Agent or Registrar, except that, for the purposes of
Section 4.11 and Section 4.12 and Article 3 and Article 8, the
Paying Agent shall not be the Company or a Subsidiary of the Company or any of their respective
Affiliates.



     The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Securities.



35









 





     The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act
as Custodian with respect to the Global Securities. If the Trustee is no longer the Registrar and
Paying Agent, the Company shall provide the Trustee with access to inspect the Securities register,
at any reasonable time upon the giving of reasonable written notice to the Company, and with copies
of the Securities register.


SECTION 2.04 Paying Agent to Hold Money in Trust.




     The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders of Securities of any series or the
Trustee all money held by the Paying Agent for the payment of principal, premium or Special
Interest, if any, or interest on the Securities of such series, and shall notify the Trustee of any
default by the Company in making any such payment. While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money delivered to the Trustee. If the Company or a Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to
the Company or one or more Guarantors, neither the Company nor any Affiliate of the Company shall
serve as Paying Agent for the Securities.



SECTION 2.05 Holder Lists.




     The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders of Securities of each series and
shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least seven Business Days before each interest payment date and at such
other times as the Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of Securities, including
the aggregate principal amount thereof, and the Company shall otherwise comply with TIA § 312(a).



SECTION 2.06 Transfer and Exchange.




     (a) Where Securities of any series are presented to the Registrar with a request to register
the transfer thereof or exchange them for an equal principal amount of Securities of such series of
other denominations, the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met; provided, however, that any Security presented or
surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed
by the Holder thereof or by its attorney duly authorized in writing. Unrestricted Global Securities
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in
Unrestricted Global Securities. No written orders or instructions shall be required to be delivered
to the Registrar to effect such transfers. To permit registrations of transfer and exchanges, the
Company shall issue and the Trustee shall authenticate Securities at the Registrar’s request,
subject to such rules as the Trustee may reasonably require.



36









 





     (b) The Company and the Registrar shall not be required (1) to issue, to register the transfer
of, or to exchange Securities of any series during a period beginning at the opening of business on
a Business Day fifteen (15) days before the mailing of a notice of redemption of Securities under
Section 4.11 or Section 4.12 and ending at the close of business on the day of such
mailing, or (2) to register the transfer of or exchange any Security (A) selected for redemption,
in whole or in part, except the unredeemed portion of any Security being redeemed in part, or
(B) tendered for repurchase pursuant to Section 4.11 or Section 4.12, except
the portion of the tendered Securities not being repurchased.



     (c) No service charge shall be made for any registration of a transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment by the Holder of a sum
sufficient to cover any transfer tax or similar governmental charge payable in connection therewith
(other than such transfer tax or similar governmental charge payable upon exchanges pursuant to
Section 4.11, Section 4.12, Section 2.10, Section 3.06 or
Section 9.05) the cost of which shall be borne by the Company).



     (d) Prior to due presentment for registration of transfer of any Security, the Trustee, any
Agent and the Company may deem and treat the Person in whose name any Security is registered as the
absolute owner of such Security for the purpose of receiving payment of principal of, premium, if
any, and interest (including any Special Interest) on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and neither the Trustee, any Agent, nor the
Company shall be affected by notice to the contrary.



     (e) Subject to Section 2.16(b), any Holder of a Global Security or any beneficial
interest therein shall, by acceptance of such Global Security or any beneficial interest therein,
agree that transfers of beneficial interest in such Global Security may be effected only through a
book entry system maintained by the Holder of such Global Security (or its agent), and that
ownership of a beneficial interest in such Global Security shall be required to be reflected in a
book entry.



     (f) All certifications, certificates and Opinions of Counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange
may be submitted by facsimile with the original to follow by first class mail.



     (g) Each Holder of Securities agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of any of such Holder’s
Securities in violation of any provision of this Indenture and/or applicable United States federal
or state securities laws.



     (h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Securities (including any transfers between or
among Participants or beneficial owners of interests in any Global Securities) other than to
require delivery of such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express requirements hereof.



37









 





     (i) Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with an applicable
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate (1) one or more
Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of
the beneficial interests in the Restricted Global Securities tendered for acceptance by Persons
that certify
in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are
not participating in a distribution of the Exchange Securities, and (C) they are not affiliates (as
defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer, and (2)
Unrestricted Physical Securities in an aggregate principal amount equal to the principal amount of
the Restricted Physical Securities tendered for acceptance by Persons that certify in the
applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not
participating in a distribution of the Exchange Securities, and (C) they are not affiliates (as
defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer. Concurrently
with the issuance of such Unrestricted Global Securities, the Trustee shall cause the aggregate
principal amount of the applicable Restricted Global Securities to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by
the Holders of Restricted Global Securities which have been accepted for exchange, Unrestricted
Global Securities in the appropriate principal amount, and cancel or cause to be cancelled such
Restricted Global Securities.



     (j) For purposes of this Section 2.06 all references to the Securities shall include
the corresponding Guarantees endorsed thereon.



SECTION 2.07 Replacement Securities.




     If any mutilated Security of any series is surrendered to the Trustee or the Company and the
Trustee receives evidence to their satisfaction of the destruction, loss or theft of any Security
of any series, the Company shall issue and the Trustee, upon receipt of an Authentication Order,
shall authenticate a replacement Security of such series if the Trustee’s requirements are met. An
indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and
the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any
loss that any of them may suffer if such mutilated, destroyed, lost or stolen Securities are
replaced. The Company and the Trustee may charge for their expenses in replacing such mutilated,
destroyed, lost or stolen Securities.



     Each of the replacement Securities issued pursuant to this Section 2.07 is an
additional obligation of the Company and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Securities duly issued hereunder.



SECTION 2.08 Outstanding Securities.




     The Securities of any series outstanding at any time are all the Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in Global Securities of such series effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as not outstanding.
Except as set forth in Section 2.09



38









 







hereof, Securities do not cease to be outstanding
because the Company or an Affiliate of the Company holds such Securities.



     If Securities are replaced pursuant to Section 2.07 hereof, such Securities cease to
be outstanding unless the Trustee receives proof satisfactory to it that the replaced Securities
are held by a bona fide purchaser.



     If the principal amount of any Securities is considered paid under Section 4.01
hereof, such Securities cease to be outstanding and interest on such Securities ceases to accrue.



     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Securities payable on that
date, then on and after that date such Securities shall be deemed to be no longer outstanding and
shall cease to accrue interest.



SECTION 2.09 Treasury Securities.




     In determining whether the Holders of the required principal amount of Securities of any
series have concurred in any direction, waiver or consent, Securities of such series owned by the
Company, or by any Affiliate, shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any such direction,
waiver or consent, only Securities of such series that a Trust Officer of the Trustee having direct
responsibility for the administration of this Indenture actually knows are so owned shall be so
disregarded. The Company agrees to notify the Trustee of the existence of any Securities of any
series owned by the Company or any Affiliate.



SECTION 2.10 Temporary Securities.




     Until certificates representing Securities are ready for delivery, the Company may prepare and
the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of certificated Securities but may have
variations that the Company considers appropriate for temporary Securities and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate certificated Securities in exchange for temporary Securities. Until
such exchange, temporary Securities of any series shall be entitled to the same rights, benefits
and privileges as certificated Securities of such series.



     Holders of temporary Securities shall be entitled to all of the benefits of this Indenture.



SECTION 2.11 Cancellation.




     The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar
and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall
dispose of such canceled Securities in accordance with its customary procedures (subject to the



39









 







record retention requirement of the Exchange Act) unless the Company directs such canceled
Securities to be returned to them. Subject to Section 2.07 and Section 2.19, the
Company may not issue new Securities of any series to replace Securities that it has paid or
redeemed or that have been delivered to the Trustee for cancellation.



SECTION 2.12 Defaulted Interest.




     If the Company defaults in a payment of interest on the Securities of any series, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the
defaulted interest, to the Persons who are Holders of the Securities of such series on a subsequent
special record date, in each case at the rate provided in the Securities. The Company shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid on the Securities
and the date of the proposed payment. The Company shall fix or cause to be fixed each such special
record date and payment date, provided that no such special record date shall be less than 10 days
prior to the related payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the Trustee in the name and
at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid.



SECTION 2.13 Record Date.




     The record date for purposes of determining the identity of Holders of Securities of any
series entitled to vote or consent to any action by vote or consent authorized or permitted under
this Indenture shall be determined as provided for in TIA Section 316(c).


SECTION 2.14 CUSIP Numbers.




     The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption or exchange as a
convenience to Holders; provided, that any such notice may state that no representation is made as
to the correctness of such numbers either as printed on the Securities or as contained in any
notice of redemption or exchange and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Company shall promptly notify the Trustee of any change in the
“CUSIP” numbers.



SECTION 2.15 Legends.




     The following legends shall appear on the face of all Global Securities and all definitive
securities issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.



          (a) Private Placement Legend. Each 144A Global Security and each Physical Security that
constitutes a Restricted Physical Security shall bear the following legend (the “Private Placement
Legend”) unless otherwise agreed by the Company and the Holder thereof:





40









 









“THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY
PURCHASING THIS NOTE AND THE GUARANTEES ENDORSED HEREON, AGREES FOR THE BENEFIT OF THE
COMPANY THAT NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE AND THE
GUARANTEES ENDORSED HEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY),
(3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE
OF THIS SECURITY), OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES.




THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE NOTES.”



          (b) Regulation S Legend. Each Regulation S Temporary Global Security shall bear the following
additional legend on the face thereof:




     “PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)) (“REGULATION S”), THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION
S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A
PERSON REASONABLY BELIEVED TO BE A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A (“RULE
144A”) UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND THE
INDENTURE REFERRED TO HEREIN.



     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF
THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.”



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          (c) Global Securities Legend. Each Global Security (other than a Regulation S Global Security
which shall, subject to Applicable Procedures, bear a substantially similar legend with respect to
the rights of Euroclear or Clearstream, as applicable) shall also bear the following legend on the
face thereof:





“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF A
SUCCESSOR DEPOSITARY, OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO., OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


SECTION 2.16 Issuance of Physical Securities; Book-Entry Provisions for Global Securities.




     (a) The Global Securities initially shall (1) be registered in the name of the Depositary or
the nominee of such Depositary, (2) be delivered to the Trustee as custodian for such Depositary
and (3) bear the appropriate legends as set forth in Section 2.15.



     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the Depositary, or the
Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or impair, as



42









 







between the Depositary and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Security.



     (b) Transfers of any Global Security shall be limited to transfers in whole, but not in part,
to the Depositary, its successors or their respective nominees. Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive Physical Securities. If
required to do so pursuant to any applicable law or regulation, beneficial owners may obtain
Physical Securities in exchange for their beneficial interests in a Global Security upon written
request in accordance with the Depositary’s and the Registrar’s procedures. In addition, Physical
Securities shall be transferred to all beneficial owners in exchange for their beneficial interests
in a Global Security of a particular series if (1) the Depositary notifies the Company that it is
unwilling or unable to continue as depositary for such Global Security or the Depositary ceases to
be a clearing agency registered under the Exchange Act, at a time when the Depositary is required
to be so registered in order to act as depositary, and in each case a successor depositary is not
appointed by the Company within 90 days of such notice, or (2) the Company executes and delivers to
the Trustee and Registrar an Officers’ Certificate stating that such Global Security shall be so
exchangeable, or (3) an Event of Default has occurred and is continuing with respect to such series
and the Registrar has received a written request from the Depositary to issue Physical Securities;
provided, however, that, in no event shall the Regulation S Temporary Global Note be exchanged by
the Company for Physical Securities prior to (A) the expiration of the Restricted Period, and (B)
the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under
the Securities Act, except in the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.



     (c) In connection with any transfer or exchange of a portion of the beneficial interest in a
Global Note to beneficial owners in the form of Physical Securities pursuant to Section
2.16(b), the Registrar shall (if one or more Physical Securities are to be issued) upon
satisfaction of all of the requirements for transfer or exchange contained in this Indenture and
the Securities or otherwise applicable under the Securities Act reflect on its books and records
the date and a decrease in the principal amount of the beneficial interest in such Global Security
to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver,
one or more Physical Securities of like tenor and amount.



     (d) In connection with the transfer of an entire Global Security to beneficial owners in the
form of Physical Securities pursuant to Section 2.16(b), such Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the
Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in
exchange for its beneficial interest in such Global Security, an equal aggregate principal amount
of Physical Securities of authorized denominations.



     (e) Any Physical Security constituting a Restricted Security delivered in exchange for an
interest in a Global Security pursuant to Section 2.16(b), or Section 2.16(c),
shall, except as otherwise provided by Section 2.17(a)(1)(A) and Section 2.17(c),
bear the legend regarding transfer restrictions set forth in Section 2.15 to the extent
such legends are applicable to the Physical Securities.



43









 





     (f) The Holder of a Global Security may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Securities.



     (g) With respect to any Global Security, the Company, the Registrar and the Trustee shall be
entitled to treat the Person in whose name such Global Security is registered as the absolute owner
of such Security for all purposes of this Indenture, and neither the Company, the Registrar nor the
Trustee shall have any responsibility or obligation to any Agent Members or other beneficial owners
of the Securities represented by such Global Security. Without limiting the immediately preceding
sentence, neither the Company, the Registrar nor the Trustee shall have any responsibility or
obligation with respect to (a) the accuracy of the records of any Depositary or any other Person
with respect to any ownership interest in any Global Security, (b) the delivery to any Person,
other than a Holder, of any notice with respect to the Securities represented by a Global Security,
including any notice of redemption or refunding, (c) the selection of the particular Securities or
portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of
part of the Securities outstanding, or (d) the payment to any Person, other than a Holder, of any
amount with respect to the principal of, redemption premium, if any, purchase price or interest
(including contingent Interest and Liquidated Damages) with respect to any Global Security.



SECTION 2.17 Special Transfer Provisions.




     (a) Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Security constituting a Restricted Security to any
Non-U.S. Person:




     (1) the Registrar shall register the transfer of any Security constituting
a Restricted Security, whether or not such Security bears the Private Placement
Legend, if (A) the requested transfer is two years after the later of the
original issue date applicable to such series of Restricted Securities and the
last date on which the Company or any Affiliate of the Company was the owner of
such Securities or, in the case of a beneficial interest in a Global Security,
such beneficial interest, or (B) the proposed transferor has delivered to the
Registrar a certificate substantially in the form of Exhibit B attached
hereto; and




     (2) if the proposed transferee is an Agent Member and the Securities to be
transferred consist of Physical Securities which after transfer are to be
evidenced by an interest in the Global Security, upon receipt by the Registrar
of instructions given in accordance with the Depositary’s and the Registrar’s
procedures, the Registrar shall reflect on its books and records the date and an
increase in the principal amount of the Global Security in an amount equal to
the principal amount of the Physical Securities to be transferred, and the
Trustee shall cancel the Physical Securities so transferred.



     (b) Transfers to QIBs. The following provisions shall apply with respect to the registration
of any proposed transfer of a Security constituting a Restricted Security to a QIB (excluding
transfers to Non-U.S. Persons):



44









 






     (1) the Registrar shall register the transfer if such transfer is being
made by a proposed transferor who has checked the box provided for on the form
of Security stating, or has otherwise advised the Company and the Registrar in
writing, that the sale has been effected in compliance with the provisions of
Rule 144A to a transferee who has signed the certification provided for on the
form of Security stating, or has otherwise advised the Company and the Registrar
in writing, that it is purchasing the Securities for its own account or an
account with respect to which it exercises sole investment discretion and that
any such account is a QIB within the meaning of Rule 144A, and it is aware that
the sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as it has requested pursuant
to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon its foregoing representations in order
to claim the exemption from registration provided by Rule 144A; and




     (2) if the proposed transferee is an Agent Member and the Securities to be
transferred consist of Physical Securities which after transfer are to be
evidenced by an interest in the Global Security, upon receipt by the
Registrar of instructions given in accordance with the Depositary’s and the
Registrar’s procedures, the Registrar shall reflect on its books and records the
date and an increase in the principal amount of the Global Security in an amount
equal to the principal amount of the Physical Securities to be transferred, and
the Trustee shall cancel the Physical Securities so transferred.



     (c) Private Placement Legend. Upon the registration of the transfer, exchange or replacement
of Securities not bearing the Private Placement Legend, the Registrar shall deliver Securities that
do not bear the Private Placement Legend. Upon the registration of the transfer, exchange or
replacement of Securities bearing the Private Placement Legend, the Registrar shall deliver only
Securities that bear the Private Placement Legend unless (1) the circumstance contemplated by
Section 2.17(a)(1)(A) exists, or (2) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to maintain compliance with
the provisions of the Securities Act;



     (d) Acknowledgment of Transfer Restrictions. By its acceptance of any Security bearing the
Private Placement Legend, each Holder of such a Security acknowledges the restrictions on transfer
of such Security set forth in this Indenture and in the Private Placement Legend and agrees that it
will transfer such Security only as provided in this Indenture;



     (e) Transfer Limits. Notwithstanding anything to the contrary contained herein, (1) prior to
the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S
Temporary Global Security may not be made to a U.S. Person or for the account or benefit of a U.S.
Person, and (2) a beneficial interest in a Regulation S Temporary Global Security may not be
exchanged for a Physical Security or transferred to a Person who takes delivery thereof in the form
of a Physical Security prior to (A) the expiration of the Restricted Period, and (B) the receipt by
the



45









 







Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities
Act, except in the case of a transfer pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 903 or Rule 904.



     (f) Record Retention. The Registrar shall retain, until such time as no Securities remain
Outstanding, copies of all letters, notices and other written communications received pursuant to
Section 2.16 hereof or this Section 2.17. The Company shall have the right to
inspect and make copies of all such letters, notices or other written communications, in each case,
at its own cost and expense, at any reasonable time upon the giving of reasonable written notice to
the Registrar.



SECTION 2.18 Computation of Interest.




     Interest (including any Special Interest) on the Securities shall be computed on the basis of
a 360-day year comprised of twelve 30-day months.



SECTION 2.19 Additional Securities.




     The Company may, from time to time, in its sole discretion but subject to the terms hereof,
issue and sell one or more series of its Additional Securities under the provisions of this
Indenture pursuant to a supplemental indenture. Each series of Additional Securities issued
pursuant to a supplemental indenture (other than additional Guarantees not issued concurrently with
Additional Securities) shall be subject to the following terms and conditions:




     (a) each series of Additional Securities, when so issued, shall be differentiated from
all previous series by sequential alphabetical designation inscribed thereon;




     (b) Additional Securities of the same series may consist of more than one different and
separate tranches and may differ only with respect to aggregate outstanding principal
amounts of Securities, issue dates, issue prices above or below par, Special Interest rates,
if any, and time to maturity (provided that, in no event shall the Maturity Date be other
than the Maturity Date of the Securities issued on the Issue Date), but all such different
and separate tranches of the same series shall constitute one series and all such series
shall form a single class and vote as a single class on all matters under this Indenture,
except that any tranche or series may amend or waive any provisions relating to Special
Interest solely applicable to such tranche or series;




     (c) each series of Additional Securities issued under this Indenture shall be in
substantially the form of Initial Securities with such variations, omissions and insertions
as are necessary or permitted hereunder and shall be dated as of the date of issue for such
Additional Securities;




     (d) all Additional Securities shall constitute Senior Indebtedness of the Company and
shall rank pari passu with all other outstanding Securities;



46









 






     (e) no Additional Securities shall be issued hereunder if, at the time of issuance
thereof and after giving effect to the application of the proceeds thereof, any Default or
Event of Default shall have occurred and be continuing;




     (f) the Company and each Guarantor shall execute and deliver to the Trustee an
Officer’s Certificate and Opinion of Counsel, each dated the date of issue of such series of
Additional Securities stating that the issuance of such Additional Securities is authorized
under this Indenture (as supplemented by one or more supplemental indentures) and that no
Default or Event of Default under the Indenture or the Securities exists (which may be
limited, in the case of such Opinion of Counsel, to counsel’s knowledge), or will occur as a
result of such issuance. Such Officer’s Certificate shall set forth the information and
computations (in sufficient detail) required in order to establish whether the Company is in
compliance with the requirements of Section 4.08 on such date, including on a pro
forma basis; and




     (g) the Company and each Guarantor shall execute and deliver a Supplemental Indenture,
in form reasonably satisfactory to the Trustee.



ARTICLE 3

REDEMPTION OF SECURITIES




SECTION 3.01 Notices to the Trustee.




     If the Company elects to redeem Securities pursuant to Section 3.07 hereof, it shall
furnish to the Trustee, at least 45 days, but not more than 75 days (unless a shorter time period
shall be satisfactory to the Trustee), before a Redemption Date, an Officers’ Certificate, setting
forth: (1) the clause of this Indenture pursuant to which the redemption shall occur; (2) the
Redemption Date; (3) the principal amount of Securities to be redeemed; and (4) the Redemption
Price.



SECTION 3.02 Selection of Securities to Be Redeemed.




     If less than all the Securities are to be redeemed, the particular Securities or portions
thereof to be redeemed shall be selected by the Trustee from the outstanding Securities not
previously called for redemption (1) in such manner as complies with the requirements of the
principal national securities exchange, if any, on which the Securities being redeemed are listed,
or (2)  if the Securities are not then listed on a national securities exchange then pro rata, by
lot or by such method as the Trustee shall deem fair and appropriate.



     In the event of partial redemption by lot, the particular Securities to be redeemed shall be
selected, unless otherwise provided herein, not less than 45 nor more than 75 days prior to the
Redemption Date by the Trustee (unless a shorter time period shall be satisfactory to the Trustee)
from the outstanding Securities not previously called for redemption.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security selected for partial redemption, the principal amount



47









 







thereof to be redeemed. Securities and portions of Securities selected shall be in amounts of
$1,000 or whole multiples of $1,000; except that if all of the Securities of a Holder are to be
redeemed, the entire outstanding amount of Securities held by such Holder, even if not a multiple
of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Securities called for redemption also apply to portions of Securities
called for redemption.



SECTION 3.03 Notice of Redemption.




     (a) Notice of redemption pursuant to this Article 3 shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed, at the address of such Holder appearing in the
Security register maintained by the Registrar. Failure to mail any such notice or any defect in
the mailing thereof in respect of any Security shall not affect the validity of the redemption of
any other Securities.



     (b) All notices of redemption shall identify the Securities to be redeemed and shall state:



               (1) the Redemption Date;



               (2) the Redemption Price and the amount of accrued interest, if any, to be paid;



               (3) that, unless the Company defaults in making the redemption payment, interest on Securities
or portions thereof called for redemption ceases to accrue on and after the Redemption Date, and
the only remaining right of the Holders of such Securities is to receive payment of the Redemption
Price (and interest (including any Special Interest) accrued through the Redemption Date) upon
surrender to the Paying Agent of the Securities redeemed;



               (4) if any Security is to be redeemed in part, the portion of the principal amount (equal to
$1,000 or any integral multiple thereof) of such Security to be redeemed and that on and after the
Redemption Date, upon surrender for cancellation of such original Security to the Paying Agent, a
new Security or Securities in the aggregate principal amount equal to the unredeemed portion
thereof will be issued without charge to the Holder;



               (5) that Securities called for redemption must be surrendered to the Paying Agent to collect
the Redemption Price and the name and address of the Paying Agent;



               (6) the CUSIP number(s), if any, relating to such Securities, but no representation is made as
to the correctness or accuracy of any such CUSIP numbers; and



               (7) the paragraph of the Securities and/or Section of this Indenture pursuant to which the
Securities are being redeemed.



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s written request, by the Trustee in the name and at the
expense of the Company; provided, however, that the Company shall have delivered to the Trustee,



48









 







at
least 45 days prior to the Redemption Date (unless a shorter time period shall be satisfactory to
the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding paragraph. The
notice, if mailed in the manner provided herein, shall be presumed to have been given, whether or
not the Holder receives such notice.



SECTION 3.04 Effect of Notice of Redemption.




     Once notice of redemption is mailed in accordance with Section 3.03 hereof, Securities
called for redemption become irrevocably due and payable on the Redemption Date and at the
Redemption Price. A notice of redemption may not be conditional. The failure to include the CUSIP
number or any incorrect CUSIP number shall not affect the validity of such notice. Upon surrender
to the Paying Agent, such Securities called for redemption shall be paid at the Redemption Price
plus accrued and unpaid interest to the Redemption Date, but interest installments whose maturity
is on or
prior to such Redemption Date will be payable on the relevant Interest Payment Dates to the
Holders of record at the close of business on the relevant record dates referred to in the
Securities.



SECTION 3.05 Deposit of Redemption Price.




     At least one Business Day prior to any Redemption Date, the Company shall deposit with the
Trustee or the Paying Agent, or, if the Company is acting as its own Paying Agent, hold in trust an
amount of money in same day funds sufficient to pay the Redemption Price of, and accrued and unpaid
interest on, all the Securities or portions thereof which are to be redeemed on the Redemption
Date, other than Securities or portions thereof called for redemption on the Redemption Date which
have been delivered by the Company to the Trustee for cancellation.



     If the Company complies with the preceding paragraph, then, unless the Company or its Paying
Agent defaults in the payment of such Redemption Price, interest on the Securities to be redeemed
will cease to accrue on and after the applicable Redemption Date, whether or not such Securities
are presented for payment. If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal, premium, if any, and, to the extent lawful,
accrued and unpaid interest thereon shall, until paid, bear interest from the Redemption Date at
the rate provided in the Securities.



49









 





SECTION 3.06 Securities Redeemed or Purchased in Part.




     Upon surrender to the Paying Agent of a Security which is to be redeemed in part, the Company
shall execute, any Guarantor shall guarantee and, upon receipt of an Authentication Order, the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new
Security or Securities (accompanied by a notation of Guarantee duly endorsed by any Guarantor), of
any authorized denomination as requested by such Holder in aggregate principal amount equal to, and
in exchange for, the unredeemed portion of the principal of the Security so surrendered that is not
redeemed.



SECTION 3.07 Optional Redemption.




     (a) At any time prior to May 1, 2012, the Company may, on one or more occasions, redeem up to
35% of the sum of (i) the aggregate principal amount of Securities issued on the Issue Date
(including, without duplication, any Exchange Securities thereafter issued) and (ii) each initial
aggregate principal amount of any Additional Securities issued prior to such date at a redemption
price of 111.375% of the principal amount, plus accrued and unpaid interest and Special Interest,
if any, to the date of redemption, with the net cash proceeds of one or more Public Equity
Offerings; provided that:




     (1) at least 65% of the sum of (i) the aggregate principal amount of the Initial
Securities (including, without duplication, any Exchange Securities) and (ii) the
aggregate principal amount of any Additional Securities, remains outstanding
immediately after the occurrence of such redemption (excluding Securities held by the
Company and its Subsidiaries); and




     (2) the redemption must occur within 180 days of the date of the closing of the
last such Public Equity Offering.



     (b) At any time prior to November 1, 2013, the Securities may be redeemed, as a whole or in
part, at the option of the Company, at any time or from time to time, on at least 30 days’ but not
more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of each
Security to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest
(including any Special Interest), if any, to, the Redemption Date. The Company shall calculate the
Applicable Premium and notify the Trustee of such amount.



     “Applicable Premium” means, with respect to any Security on any Redemption Date, the greater
of (i) 1.00% of the principal amount of such Security and (ii) the excess of (a) the present value
at such Redemption Date of the sum of (1) 100% of the principal amount of each Security to be
redeemed plus (2) all required interest payments due on such Security through November 1, 2013
(excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate
plus 50 basis points, over (b) the principal amount of such Security.



     “Treasury Rate” means, with respect to any Redemption Date, the yield to maturity as of such
Redemption Date of the United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that has become



50









 







publicly available at least two Business Days prior to the Redemption Date (or, if such statistical
release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from the Redemption Date to November 1, 2013; provided, however, that if the
period from the Redemption Date to November 1, 2013 is less than one year, the weekly average yield
on actually traded United States Treasury securities adjusted to a constant maturity of one year
shall be used.



SECTION 3.08 No Required Mandatory Redemption.




     Subject to the rights of Holders set forth in Section 4.11 and Section 4.12
hereof, the Company is not required to make mandatory redemption or sinking fund payments with
respect to the Securities.



ARTICLE 4

COVENANTS




SECTION 4.01 Payment of Securities.




     The Company will pay, or cause to be paid, the principal of and interest on, and premium, if
any, on the Securities on the dates and in the manner provided in the Securities and this
Indenture. An installment of principal, premium, if any, or interest shall be considered paid on
the date due if the Trustee or Paying Agent (other than the Company, a Subsidiary of the Company or
any Affiliate thereof) holds on that date money in immediately available funds and designated and
set aside for and sufficient to pay all principal, premium, if any, and interest then due and is
not prohibited from paying such money to the Holders of the Securities pursuant to the terms of
this Indenture. The Company shall pay all Special Interest, if any, in the same manner on the
dates and in the amounts
set forth in the applicable Registration Rights Agreement, or, if not so specified, as set
forth in this Indenture and the Securities.



     The Company will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the
Securities to the extent lawful and in the manner provided in this Indenture and the Securities; it
shall pay interest on overdue installments of interest and Special Interest (without regard to any
applicable grace period) at the same rate and in the same manner, to the extent lawful.



SECTION 4.02 Maintenance of Office or Agency.




     The Company will maintain an office or agency where Securities may be surrendered for
registration of transfer or exchange or for presentation for payment and where notices and demands
to or upon the Company in respect of the Securities and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and any change in the location, of
such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee
which initially shall be at the address of the Trustee as set forth in Section 10.02.



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     The Company may also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such other office or
agency.



     The Company hereby initially designates the Corporate Trust Office of the Trustee located at
the address set forth in Section 10.02 as such office of the Company in accordance with
Section 2.03 and this Section 4.02.



SECTION 4.03 Corporate Existence.




     Subject to Article 5, the Company shall do or cause to be done all things necessary
to, and will cause each of its Subsidiaries to, preserve and keep in full force and effect the
corporate, limited liability company or partnership existence and rights (charter and statutory),
licenses and/or franchises of the Company and each of its Subsidiaries; provided, however, that the
Company or any of its Subsidiaries shall not be required to preserve any such existence, rights,
licenses or franchises if the Board of Directors of the Company shall reasonably determine that
(1) the preservation thereof is no longer desirable in the conduct of the business of the Company
and its Subsidiaries taken as a whole and (2) the loss thereof is not materially adverse to either
the Company and its Subsidiaries taken as a whole or to the ability of the Company to otherwise
satisfy its obligations hereunder.



SECTION 4.04 Payment of Taxes and Other Claims.




     The Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the
Company or any of its Subsidiaries or upon the income, profits or property of the Company or
any of its Subsidiaries, and (2) all lawful claims for labor, materials and supplies which, if
unpaid, might by law become a Lien upon the property of the Company or any Subsidiary of the
Company; provided, however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim the amount, applicability or
validity of which is being contested in good faith by appropriate proceedings and for which
adequate provision has been made or where the failure to effect such payment or discharge is not
adverse in any material respect to the Company.



SECTION 4.05 Maintenance of Properties; Insurance; Books and Records; Compliance with Law.




     (a) The Company shall, and shall cause each of its Subsidiaries to, cause all properties and
assets to be maintained and kept in good condition, repair and working order (reasonable wear and
tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary
repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be
reasonably necessary for the proper conduct of its business; provided, however, that nothing in
this Section 4.05(a) shall prevent the Company or any of its Subsidiaries from
discontinuing the operation and maintenance of any of its properties or assets if such
discontinuance is, in the judgment of the Board of Directors of the Company or such Subsidiary,
desirable in the conduct of



52









 







its business and if such discontinuance is not materially adverse to
either the Company and its Subsidiaries taken as a whole or the ability of the Company to otherwise
satisfy its obligations hereunder.



     (b) The Company shall, and shall cause each of its Subsidiaries to, maintain with financially
sound and reputable insurers such insurance as may be required by law (other than with respect to
any environmental impairment liability insurance not commercially available) and such other
insurance to such extent and against such hazards and liabilities, as is customarily maintained by
companies similarly situated (which may include self-insurance in the same form as is customarily
maintained by companies similarly situated).



     (c) The Company shall, and shall cause each of its Subsidiaries to, keep proper books of
record and account, in which full and correct entries shall be made of all business and financial
transactions of the Company and each Subsidiary of the Company, and reflect on its financial
statements adequate accruals and appropriations to reserves, all in accordance with GAAP
consistently applied to the Company and its Subsidiaries taken as a whole.



     (d) The Company shall, and shall cause each of its Subsidiaries to, comply with all statutes,
laws, ordinances, or government rules and regulations to which it is subject, non-compliance with
which would materially adversely affect the business, earnings, properties, assets or condition
(financial or otherwise) of the Company and its Subsidiaries taken as a whole.



SECTION 4.06 Compliance Certificate.




     (a) The Company shall deliver to the Trustee within 60 days after the end of each of the
Company’s first three fiscal quarters and within 120 days after the end of the Company’s fiscal
year an Officers’ Certificate stating whether or not such executing Officers know of any Default or
Event of Default under this Indenture by the Company or an event which, with notice or lapse of
time or both, would constitute a default by the Company under any Senior Indebtedness that occurred
during such fiscal period. If they do know of such a Default, Event of Default or default, the
certificate shall describe any such Default, Event of Default or default and its status. The first
certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal
quarter of the Company beginning after the Issue Date. The Company shall also deliver a
certificate to the Trustee at least annually from its principal executive, financial or accounting
officer as to his or her knowledge of the Company’s compliance with all conditions and covenants
under this Indenture and the Company’s Senior Indebtedness, such compliance to be determined
without regard to any period of grace or requirement of notice provided herein or therein.



     (b) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year
a written statement by the Company’s independent certified public accountants stating (A) that
their audit examination has included a review of the terms of this Indenture, the Securities and
the Credit Agreement as they relate to accounting matters, and (B) whether, in connection with
their audit examination, any Default or Event of Default under this Indenture or an event which,
with notice or lapse of time or both, would constitute a default under any Senior Indebtedness has
come to their attention and, if such a Default, Event of Default or a default under any Senior
Indebtedness has come to their attention, specifying the nature and period of existence thereof;
provided, however,



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that, without any restriction as to the scope of the audit examination, such
independent certified public accountants shall not be liable by reason of any failure to obtain
knowledge of any such Default, Event of Default or a default under any Senior Indebtedness that
would not be disclosed in the course of an audit examination conducted in accordance with GAAP.



     (c) The Company will deliver to the Trustee as soon as possible, and in any event within 30
days after the Company becomes aware or should reasonably have become aware of the occurrence of
any Default, Event of Default or an event which, with notice or lapse of time or both, would
constitute a default by the Company under any Senior Indebtedness, an Officers’ Certificate
specifying such Default, Event of Default or default and what action the Company is taking or
proposes to take with respect thereto.



SECTION 4.07 SEC Reports.




     The Company shall file with the SEC the annual reports, quarterly reports and the information,
documents and other reports required to be filed with the SEC pursuant to Sections 13 and 15 of the
Exchange Act, whether or not the Company has a class of securities registered under the Exchange
Act, if such filings are nonetheless permitted by the SEC as an elective matter. The Company shall
file with the Trustee, within 15 days after it is required to make such filings (including as such
date may be extended under any applicable time period pursuant to Rule 12b-25 under the Exchange
Act) with the SEC (or if such filing is not permitted under the Exchange Act, 15
days after the Company would have been required to make such filing), copies of the annual
reports and of the information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to
file with the SEC pursuant to Section 13 or 15 of the Exchange Act; provided, however, that the
filing of any such information, document or report with the SEC in a publicly-available format on
the SEC’s IDEA system, or any successor thereto, shall be deemed to constitute delivery of such
document to the Trustee. The Company also shall comply with the other provisions of TIA § 314(a).
In addition, the Company shall cause its annual reports to stockholders and any quarterly or other
financial reports furnished by it to stockholders generally to be filed with the Trustee in the
manner described above.



SECTION 4.08 Limitation on Indebtedness and Issuance of Redeemable Capital Stock.




     The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable,
contingently or otherwise (collectively, to “incur”), with respect to any Indebtedness (including,
without limitation, any Acquired Indebtedness) other than Permitted Indebtedness or issue or allow
its Subsidiaries to issue Redeemable Capital Stock; provided, however, that the Company or any of
its Subsidiaries will be permitted to incur Indebtedness (including, without limitation, Acquired
Indebtedness) or issue Redeemable Capital Stock if (1) at the time of such incurrence or issuance,
and after giving pro forma effect thereto, the Consolidated Fixed Charge Coverage Ratio of the
Company is at least equal to 2.0 to 1.0; and (2) no Default or Event of Default shall have occurred
and be continuing or would occur as a consequence thereof.



54









 





SECTION 4.09 Limitation on Restricted Payments.




     (a) Unless the conditions in clauses (5), (6), and (7) of this Section 4.09(a) exist
or are satisfied, as the case may be, the Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly:




     (1) declare or pay any dividend or make any other distribution or payment on or in
respect of Capital Stock of the Company or any of its Subsidiaries, or any payment made to
the direct or indirect holders (in their capacities as such) of Capital Stock of the Company
or any of its Subsidiaries, other than:




     (A) dividends or distributions payable solely in Capital Stock of the Company
(but not Redeemable Capital Stock) or in options, warrants or other rights to
purchase Capital Stock of the Company (other than Redeemable Capital Stock),




     (B) the declaration or payment of dividends or other distributions to the extent
declared or paid to the Company or any Subsidiary of the Company, and




     (C) the declaration or payment of dividends or other distributions by any
Subsidiary of the Company to all holders of Common Stock of such Subsidiary on a pro
rata basis;




     (2) purchase, redeem, defease or otherwise acquire or retire for value any Capital
Stock of the Company or any of its Subsidiaries, other than any such Capital Stock owned by
a Wholly Owned Subsidiary of the Company;




     (3) make any principal payment on, or purchase, defease, repurchase, redeem or
otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment,
scheduled sinking fund payment or other Stated Maturity, any Subordinated Indebtedness,
other than:




     (A) any Indebtedness owed by the Company or a Wholly Owned Subsidiary of the
Company to the Company or any Guarantor,




     (B) any Indebtedness, not to exceed $40 million, owed by the Company under the
9.5% Notes, or




     (C) any Indebtedness purchased pursuant to Section 4.12 or purchased
pursuant to a change of control offer required under the indenture governing the 9.5%
Notes (provided that Section 4.11 is complied with in connection with making
any such change of control offer with respect to the 9.5% Notes); or




     (4) make any Investment (other than any Permitted Investment) in any Person.


The payments or Investments described in the preceding clauses (1), (2), (3) and (4), except as
excluded therein, are collectively referred to as “Restricted Payments”.





55









 








     The restrictions set forth in the preceding clauses (1), (2), (3) and (4) shall not apply if,
at the time of, and after giving effect to, the proposed Restricted Payment:




     (5) no Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof;




     (6) immediately prior to and after giving pro forma effect to such Restricted Payment
as if such Restricted Payment had been made at the beginning of the applicable Reference
Period, the Company would be able to incur $1.00 of additional Indebtedness pursuant to the
proviso set forth in Section 4.08 of this Indenture (assuming a market rate of
interest with respect to such additional Indebtedness); and




     (7) such proposed Restricted Payment, together with the aggregate amount of all
Restricted Payments declared or made by the Company and its Subsidiaries from and after the
Issue Date would not exceed the sum of:




     (A) 50% of the aggregate Consolidated Net Income of the Company accrued on a
cumulative basis during the period beginning on the first day of the fiscal quarter
of the Company during which the Issue Date occurs and ending on the last day of the
fiscal quarter of the Company immediately preceding the date of such proposed
Restricted Payment, which period shall be treated as a single accounting
period (or, if such aggregate cumulative Consolidated Net Income of the Company
for such period shall be a deficit, such deficit amount shall not be included in the
calculation under this clause (7)), plus




     (B) the aggregate net cash proceeds and the Fair Market Value of any property
other than cash received by the Company either (I) as capital contributions to the
Company after the Issue Date from any Person (other than a Subsidiary of the
Company), or (II) from the issuance or sale of Capital Stock (excluding Redeemable
Capital Stock, but including Capital Stock issued upon the conversion of convertible
Indebtedness or from the exercise of options, warrants or rights to purchase Capital
Stock (other than Redeemable Capital Stock)) of the Company to any Person (other than
to a Subsidiary of the Company) after the Issue Date, plus




     (C) in the case of the disposition or repayment of any Investment constituting a
Restricted Payment made after the Issue Date (excluding any Investment described in
Section 4.09(d)(4)), an amount equal to the lesser of the return of capital
with respect to such Investment and the cost of such Investment, in either case, less
the cost of the disposition of such Investment, plus




     (D) $25,000,000.



     (b) The amount of any Restricted Payment, if other than cash, will be the Fair Market Value on
the date of such Restricted Payment of the asset(s) proposed to be transferred by the Company or
such Subsidiary, as the case may be, pursuant to such Restricted Payment.



56









 





     (c) Furthermore, for purposes of Section 4.09(a)(7) above, the value of the aggregate
net proceeds received by the Company upon the issuance of Capital Stock upon the conversion of
convertible Indebtedness or upon the exercise of options, warrants or rights to purchase Capital
Stock will be the net cash proceeds received upon the issuance of such Indebtedness, options,
warrants or rights plus the incremental cash amount received by the Company upon the conversion or
exercise thereof.



     (d) None of the foregoing provisions prohibits:




     (1) the payment of the Company’s regular quarterly cash dividend in an amount not to
exceed $0.02 per share;




     (2) the payment of any dividend within 60 days after the date of its declaration, if at
the date of declaration such payment would have complied with the provisions of this
Indenture;




     (3) the redemption, repurchase or other acquisition or retirement of any shares of any
class of Capital Stock of the Company or any Subsidiary of the Company in exchange for, or
out of the net cash proceeds of, a substantially concurrent (A) capital contribution to the
Company from any Person (other than a Subsidiary of the Company) or (B) issue and sale of
other shares of Capital Stock (other than Redeemable Capital Stock) of the Company to
any Person (other than to a Subsidiary of the Company); provided, however, that the
amount of any such net cash proceeds that are used for any such redemption, repurchase or
other acquisition or retirement shall be excluded from Section 4.09(a)(7);




     (4) any redemption, repurchase or other acquisition or retirement of Subordinated
Indebtedness by exchange for, or out of the net cash proceeds of, a substantially concurrent
(A) capital contribution to the Company from any Person (other than a Subsidiary of the
Company), or (B) issue and sale of (i) Capital Stock (other than Redeemable Capital Stock)
of the Company to any Person (other than to a Subsidiary of the Company); provided, however,
that the amount of any such net cash proceeds that are used for any such redemption,
repurchase or other acquisition or retirement shall be excluded from Section
4.09(a)(7); or (ii) Indebtedness of the Company issued to any Person (other than a
Subsidiary of the Company), so long as such Indebtedness is Subordinated Indebtedness which
(I) has no scheduled principal payment date earlier than the 91st day after the final
maturity date of the Indebtedness refinanced, (II) has an Average Life to Stated Maturity
equal to or greater than the remaining Average Life to Stated Maturity of the Indebtedness
refinanced, and (III) is subordinated to the Securities in the same manner and at least to
the same extent as the Subordinated Indebtedness so purchased, exchanged, redeemed, acquired
or retired;




     (5) Investments constituting Restricted Payments made as a result of the receipt of
non-cash consideration from any Asset Sale made pursuant to and in compliance with
Section 4.12;




     (6) repurchases by the Company of Common Stock of the Company from employees of the
Company or any of its Subsidiaries or their authorized representatives upon



57









 







the death,
disability or termination of employment of such employees, in an aggregate amount not
exceeding $1,000,000 in any calendar year; and




     (7) any purchase, redemption, defeasance, acquisition or retirement of Capital Stock
(other than Redeemable Capital Stock, but including cash settlements of stock options) of
the Company from current or former directors, officers or employees of the Company or any of
its Subsidiaries in connection with awards, the vesting of awards or the exercise of awards
under any of the Company’s stock plans approved by its Board of Directors, in an aggregate
amount not to exceed $500,000 in any fiscal year (provided, however, that if the actual
aggregate amount of such purchases, redemptions, defeasances, acquisitions or retirements of
the Capital Stock made during any such fiscal year (the “Repurchase Amount”) is less than
$500,000 (the “Repurchase Limit”), then the applicable limit for the immediately succeeding
fiscal year shall be increased by an amount equal to the difference between the Repurchase
Limit and the Repurchase Amount) but in no event exceeding an aggregate amount of $1,000,000
in any calendar year, or $5,000,000 in the aggregate, during the term of the Securities.



     (e) Furthermore, in computing the amount of Restricted Payments previously made for purposes
of Section 4.09(a)(7), Investments and repurchases made under Section
4.09(d)(5)-(7)
above shall be included as if they were Restricted Payments, and Investments and repurchase
made under Section 4.09(d)(1) – (4) shall not be so included.



SECTION 4.10 Limitation on Liens.




     (a) The Company will not, and will not permit any of its Restricted Subsidiaries, directly or
indirectly, to create, incur, assume or suffer to exist any Liens on or with respect to the
Collateral except Permitted Collateral Liens.



     (b) Subject to Section 4.10(a), the Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any
Liens (other than Permitted Liens) against or upon any of its Assets now owned or thereafter
acquired, or any interest therein or any income or profits therefrom (except for the Collateral),
securing any Indebtedness unless the Securities, in the case of the Company, or if the Subsidiary
is a Guarantor, the Guarantees, are secured equally and ratably with (or prior to) such other
Indebtedness until such time as such obligation is no longer secured by a Lien.



     (c) Notwithstanding the foregoing, the Company or any Subsidiary may incur Liens which would
otherwise be subject to the restrictions set forth in the preceding subsections if, after giving
effect thereto and at the time of determination, the sum of (1) the Indebtedness of the Company and
its Subsidiaries secured by Liens not otherwise permitted under clauses (1) through (17) of the
definition of “Permitted Liens”, and (2) Attributable Liens of the Company and its Subsidiaries
incurred after the Issue Date does not exceed 5.0% of the Consolidated Net Assets.



58









 





SECTION 4.11 Change of Control.




     (a) Upon the occurrence of a Change of Control (the date of such occurrence, the “Change of
Control Date”), the Company shall make an offer to purchase (the “Change of Control Offer”) on a
Business Day (the “Change of Control Purchase Date”) not more than 45 nor less than 30 days
following the mailing of the notice described below to holders of the Securities, all Securities
then outstanding at a purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest (including any Special Interest), to the Change of Control Purchase Date. The
Company shall be required to purchase all Securities validly tendered in the Change of Control
Offer and not withdrawn.



     (b) Within 30 days following a Change of Control and prior to the mailing of the notice to the
Holders of the Securities provided for in the next paragraph, the Company covenants to either: (1)
repay in full all Indebtedness under the Credit Agreement and terminate the commitments of the
lenders thereunder, or (2) obtain the requisite consent under the Credit Agreement to permit the
repurchase of the Securities as provided herein. The Company shall first comply with the
provisions of this paragraph before it shall be required to repurchase the Securities, but any
failure to comply with its obligation to offer to repurchase the Securities upon a Change of
Control shall constitute an Event of Default under this Indenture.



     (c) Notice of a Change of Control Offer shall be mailed by the Company not later than the 30th
day after the Change of Control Date to the Holders of Securities at their last registered
addresses with a copy to the Trustee and the Paying Agent. The Change of Control Offer shall
remain open from the time of mailing for at least 15 days and until 5:00 p.m., Eastern time, on the
Change of Control Purchase Date. The notice, which shall govern the terms of the Change of Control
Offer, shall include such disclosures as are required by law and shall state:




     (1) that the Change of Control Offer is being made pursuant to this Section
4.11 and that all Securities validly tendered into the Change of Control Offer and not
withdrawn will be accepted for payment;




     (2) the purchase price (including the amount of accrued interest, premium, if any, and
Special Interest, if any) for each Security, the Change of Control Purchase Date and the
date on which the Change of Control Offer expires;




     (3) that any Security not tendered for payment will continue to accrue interest in
accordance with the terms thereof;




     (4) that, unless the Company shall default in the payment of the purchase price, any
Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue
interest after the Change of Control Purchase Date;




     (5) that Holders electing to have Securities purchased pursuant to a Change of Control
Offer will be required to surrender their Securities to the Paying Agent at the address
specified in the notice not later than 5:00 p.m., Eastern time, on the last Business Day
prior



59









 







to Change of Control Purchase Date and must complete any form of letter of transmittal
proposed by the Company and reasonably acceptable to the Trustee and the Paying Agent;




     (6) that Holders of Securities will be entitled to withdraw their election if the
Paying Agent receives, not later than 5:00 p.m., Eastern time, on the last Business Day
prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Securities the Holder
delivered for purchase, the Security certificate number (if any) and a statement that such
Holder is withdrawing its election to have such Securities purchased;




     (7) that Holders whose Securities are purchased only in part will be issued Securities
equal in principal amount to the unpurchased portion of the Securities surrendered;




     (8) the instructions that Holders must follow in order to tender their Securities; and




     (9) information concerning the business of the Company, the most recent annual and
quarterly reports of the Company filed with the SEC pursuant to the Exchange Act (or, if the
Company is not then permitted to file any such reports with the SEC, the comparable reports
prepared pursuant to Section 4.07), a description of material developments in the
Company’s business, information with respect to pro forma historical financial information
after giving effect to such Change of Control and such other information concerning the
circumstances and relevant facts regarding such Change of Control Offer as would be
material to a Holder of Securities in connection with the decision of such Holder as to
whether or not it should tender Securities pursuant to the Change of Control Offer.



     (d) On the Change of Control Purchase Date, the Company shall (1) purchase and accept for
payment Securities or portions thereof validly tendered pursuant to the Change of Control Offer and
not withdrawn, (2) deposit with the Paying Agent money, in immediately available funds, sufficient
to pay the purchase price of all Securities or portions thereof so tendered and accepted and
(3) deliver to the Trustee the Securities so accepted together with an Officers’ Certificate
setting forth the Securities or portions thereof tendered to and accepted for payment by the
Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted
payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and
mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion
of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered
by the Company to the Holder thereof. The Company will publicly announce the results of the Change
of Control Offer not later than the first Business Day following the Change of Control Purchase
Date;



     (e) The Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in a manner, at the times and otherwise
in compliance with the requirements applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change of Control Offer;



60









 





     (f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act, Rule 14e-1 promulgated thereunder and any other securities laws or regulations
in connection with the repurchase of Securities pursuant to a Change of Control Offer.



SECTION 4.12 Disposition of Proceeds of Asset Sales.




     (a) The Company will not, and will not permit any of its Subsidiaries to, make any Asset Sale
unless:




     (1) the Company or such Subsidiary, as the case may be, receives consideration at the
time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold
or otherwise disposed of; and




     (2) at least 70% of such consideration consists of cash or Cash Equivalents.



     (b) Within fifteen months after the receipt of any Net Cash Proceeds from an Asset Sale (other
than a sale of Collateral), the Company (or the applicable Subsidiary, as the case may be) may, at
its option, apply such Net Cash Proceeds:




     (1) to permanently repay First Priority Lien Obligations (including by way of cash
collateralization of outstanding letters of credit) provided, however, that any Net Cash
Proceeds used to repay First Priority Lien Obligations shall permanently reduce dollar for
dollar the amount of Indebtedness that may be incurred pursuant to clause (4) of the
definition of Permitted Indebtedness, but, further provided, that any procedure by which
funds of the Company or any Subsidiary thereof in any deposit or investment account
maintained with the Credit Agreement Agent (or any successor agent under the Credit
Agreement) are in the normal course of business automatically swept to repay First Priority
Lien Obligations shall not be deemed to constitute a repayment thereunder by the Company for
purposes of this paragraph or such clause (4);




     (2) to repay or acquire other Senior Indebtedness, provided, however, that any Net Cash
Proceeds used to repay or acquire other Senior Indebtedness shall permanently reduce such
Senior Indebtedness, and the Company shall cancel any such acquired Senior Indebtedness; or




     (3) to an investment in properties and assets that replace the properties and assets
that were the subject of such Asset Sale or in properties and assets that will be used in
the business of the Company and its Subsidiaries existing on the Issue Date or in businesses
reasonably related thereto.



     (c) Within fifteen months after the receipt of any Net Cash Proceeds from an Asset Sale that
constitutes a sale of Collateral, the Company (or the applicable Subsidiary, as the case may be)
may apply those net Cash Proceeds:




     (1) to permanently repay First Priority Lien Obligations (including by way of cash
collateralization of outstanding letters of credit) provided, however, that any Net Cash



61









 







Proceeds used to repay First Priority Lien Obligations shall permanently reduce dollar for
dollar the amount of Indebtedness that may be incurred pursuant to clause (4) of the
definition of Permitted Indebtedness, but, further provided, that any procedure by which
funds of the Company or any Subsidiary thereof in any deposit or investment account
maintained with the Credit Agreement Agent (or any successor agent under the Credit
Agreement) are in the normal course of business automatically swept to repay First Priority
Lien Obligations shall not be deemed to constitute a repayment thereunder by the Company for
purposes of this paragraph or such clause (4); or




     (2) to purchase other assets that constitute Collateral and become subject to the Lien
under this Indenture (subject to no other Liens other than the Permitted Collateral Liens).



     (d) Any Net Cash Proceeds from any Asset Sale that are not applied or invested as provided in
Section 4.12(b) and Section 4.12(c) above shall constitute “Excess Proceeds”
subject to disposition as provided in this Section 4.12(d). When the aggregate amount of
Excess Proceeds equals or exceeds $15,000,000, the Company shall make an offer to purchase (an
“Asset Sale Offer”) from all Holders of Securities and (X) in the case of Net Cash Proceeds from
Collateral, subject to any applicable restrictions or limitations in the Intercreditor Agreement,
from the holders of any Pari Passu Junior Lien Obligations containing provisions substantially
similar to those set forth in this Section 4.12 or (Y) in the case of any other Net Cash
Proceeds, from all holders of other Indebtedness that is pari passu in right of payment with the
Securities containing provisions substantially similar to those set forth in this Section
4.12 (“Tenderable Indebtedness”), on a day not
more than 40 Business Days thereafter (the “Asset Sale Purchase Date”), an aggregate principal
amount of Securities and such other Tenderable Indebtedness equal to such Excess Proceeds, in the
case of Securities, at a price in cash equal to 100% of the outstanding principal amount thereof
plus accrued and unpaid interest and Special Interest, in each case, if any, to the purchase date
and, in the case of any other Tenderable Indebtedness, at a price in cash equal to the price
specified in or permitted by such other Tenderable Indebtedness and will be payable as provided
therein (provided that such price shall not exceed 100% of the outstanding principal amount of the
Tenderable Indebtedness being purchased) (the “Asset Sale Offer Price”);



     (e) Notice of an Asset Sale Offer shall be mailed by the Company to all Holders of Securities
not less than 20 Business Days nor more than 40 Business Days before the Asset Sale Purchase Date
at their last registered address with a copy to the Trustee and the Paying Agent. The Asset Sale
Offer shall remain open from the time of mailing for at least 20 Business Days and until at least
5:00 p.m., Eastern time, on the Asset Sale Purchase Date. The notice, which shall govern the terms
of the Asset Sale Offer, shall include such disclosures as are required by law and shall state:




     (1) that the Asset Sale Offer is being made pursuant to this Section 4.12;




     (2) the Asset Sale Offer Price (including the amount of accrued interest, if any) for
each Security, the Asset Sale Purchase Date and the date on which the Asset Sale Offer
expires;



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     (3) that any Security not tendered or accepted for payment will continue to accrue
interest in accordance with the terms thereof;




     (4) that, unless the Company shall default in the payment of the Asset Sale Offer
Price, any Security accepted for payment pursuant to the Asset Sale Offer shall cease to
accrue interest after the Asset Sale Purchase Date;




     (5) that Holders electing to have Securities purchased pursuant to an Asset Sale Offer
will be required to surrender their Securities to the Paying Agent at the address specified
in the notice not later than 5:00 p.m., Eastern time, on the last Business Day prior to the
Asset Sale Purchase Date and must complete any form of letter of transmittal proposed by the
Company and reasonably acceptable to the Trustee and the Paying Agent;




     (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than 5:00 p.m., Eastern time, on the last Business Day prior to the
Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Securities the Holder delivered for
purchase, the Security certificate number (if any) and a statement that such Holder is
withdrawing its election to have such Securities purchased;




     (7) that if Securities and Tenderable Indebtedness in a principal amount in excess of
the Holder’s pro rata share of the amount of Excess Proceeds are tendered pursuant to the
Asset Sale Offer, the Company shall purchase on a pro rata basis among the Securities and
other Tenderable Indebtedness tendered and not withdrawn (in each case, with such
adjustments as may be deemed appropriate by the Company so that only Securities and
Tenderable Indebtedness in denominations of $1,000 or integral multiples of $1,000 shall be
acquired);




     (8) that Holders whose Securities are purchased only in part will be issued new
Securities equal in principal amount to the unpurchased portion of the Securities
surrendered;




     (9) the instructions that Holders must follow in order to tender their Securities; and




     (10) information concerning the business of the Company, the most recent annual and
quarterly reports of the Company filed with the SEC pursuant to the Exchange Act (or, if the
Company is not permitted to file any such reports with the SEC, the comparable reports
prepared pursuant to Section 4.07), a description of material developments in the
Company’s business, information with respect to pro forma historical financial information
after giving effect to such Asset Sale and Asset Sale Offer and such other information
concerning the circumstances and relevant facts regarding such Asset Sale Offer as would be
material to a Holder of Securities in connection with the decision of such Holder as to
whether or not it should tender Securities pursuant to the Asset Sale Offer.



     (f) On the Asset Sale Purchase Date, the Company shall (1) accept for payment, on a pro rata
basis, Securities or portions thereof and Tenderable Indebtedness tendered pursuant to the Asset



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Sale Offer and not withdrawn, (2) deposit with the Paying Agent money, in immediately available
funds, in an amount sufficient to pay the Asset Sale Offer Price of all Securities or portions
thereof so tendered and accepted and (3) deliver to the Trustee the Securities so accepted together
with an Officers’ Certificate setting forth the Securities or portions thereof tendered to and
accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Asset Sale Offer Price, and the Trustee
shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal
amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will
publicly announce the results of the Asset Sale Offer not later than the first Business Day
following the Asset Sale Purchase Date. To the extent that the aggregate principal amount of
Securities and Tenderable Indebtedness tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Company may use such deficiency for general corporate purposes. Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero. For
purposes of this Section 4.12, the Company shall not act as Paying Agent;



     (g) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act, Rule 14e-1 promulgated thereunder and any other securities laws or regulations
in connection with the repurchase of Securities pursuant to the Asset Sale Offer.



     (h) Pending the application of any Net Cash Proceeds from any Asset Sale, the Company (or the
applicable Subsidiary, as the case may be) may temporarily reduce revolving credit
borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by
this Indenture.



SECTION 4.13 Limitation on Transactions with Interested Persons.




     (a) The Company will not, and will not permit any of its Subsidiaries to, directly or
indirectly, enter into or suffer to exist any transaction or series of related transactions
(including, without limitation, the sale, transfer, disposition, purchase, exchange or lease of
assets, property or services) with, or for the benefit of, any Affiliate of the Company or any
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person
shall be deemed to have “beneficial ownership” of all securities that such Person has the right to
acquire, whether such right is exercisable immediately, after the passage of time or upon the
happening of an event) of 5% or more of the Company’s Common Stock at any time outstanding
(“Interested Persons”), unless:




     (1) such transactions or series of related transactions is on terms that are no less
favorable to the Company or such Subsidiary, as the case may be, than those which could have
been obtained in a comparable transaction at such time from Persons who are not Affiliates
of the Company or Interested Persons;




     (2) with respect to a transaction or series of transactions involving aggregate
payments or value equal to or greater than $1,000,000 and less than $10,000,000, the Company
has delivered an Officer’s Certificate to the Trustee certifying that such transaction or
series of transactions complies with the preceding clause (1);



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     (3) with respect to a transaction or series of transactions involving aggregate
payments or value equal to or greater than $10,000,000 and less than $25,000,000, the
Company has delivered to the Trustee a board resolution approved by a majority of
disinterested members of the Board of Directors ratifying such transaction or series of
transactions, along with an Officer’s Certificate attesting to such resolution; and




     (4) with respect to a transaction or series of transactions involving aggregate
payments or value equal to or greater than $25,000,000 (or in a transaction described in
Section 4.13(a)(3) for which there are not disinterested members of the Board of
Directors to approve the transaction as required in Section 4.13(a)(3)), the Company
has delivered to the Trustee a written opinion from an Independent Financial Advisor stating
that the terms of such transaction or series of transactions are fair to the Company or its
Subsidiary, as the case may be, from a financial point of view.



     (b) Notwithstanding the foregoing Section 4.13(a), the following will not be deemed to
be transactions with Affiliates or Interested Persons and will not be subject to the limitations
set forth in such Section:




     (1) payment of dividends in respect of its Capital Stock permitted under
Section 4.09;




     (2) payment of reasonable and customary fees to directors of the Company who are not
employees of the Company;




     (3) the incurrence or payment of loans or advances to officers, employees or
consultants of the Company and its Subsidiaries (including travel and moving expenses) in
the ordinary course of business for bona fide business purposes of the Company or such
Subsidiary not in excess of $1,000,000 in the aggregate at any one time outstanding;




     (4) any transaction or series of related transactions of the Company with or for the
benefit of any one or more of its Subsidiaries or of any one or more the Company’s
Subsidiaries with, or for the benefit of, the Company; or




     (5) any compensatory plan or transaction (or arrangement in support of, or reasonably
and directly related to, any compensatory plan or transaction) of or by the Company or any
Subsidiary for the benefit of employees or directors.



SECTION 4.14 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.




     (a) The Company will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Subsidiary of the Company to:



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     (1) pay dividends, in cash or otherwise, or make any other distributions on or in
respect of its Capital Stock or any other interest or participation in, or measured by, its
profits;




     (2) pay any Indebtedness owed to the Company or any other Subsidiary of the Company;




     (3) make loans or advances to, or any other Investment in, the Company or any other
Subsidiary of the Company;




     (4) transfer any of its properties or assets to the Company or any other Subsidiary of
the Company; or




     (5) guarantee any Indebtedness of the Company or any other Subsidiary of the Company.



     (b) The prohibitions set forth in Section 4.14(a) shall not apply to encumbrances or
restrictions existing under or by reason of:




     (1) applicable law;




     (2) customary non-assignment provisions of any contract or any lease governing a
leasehold interest of the Company or any Subsidiary of the Company;




     (3) customary restrictions on transfers of property subject to a Lien permitted under
this Indenture which could not materially adversely affect the Company’s ability to satisfy
its obligations under this Indenture and the Securities;




     (4) any agreement or other instrument of a Person acquired by the Company or any
Subsidiary of the Company (or a Subsidiary of such Person) in existence at the time of such
acquisition (but not created in contemplation thereof), which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other than the
Person, or the properties or assets of the Person, so acquired;




     (5) provisions contained in agreements or instruments relating to Indebtedness which
prohibit the transfer of all or substantially all of the assets of the obligor thereunder
unless the transferee shall assume the obligations of the obligor under such agreement or
instrument; and




     (6) encumbrances and restrictions under the 9.5% Notes, the Credit Agreement, the
European Credit Agreement, the Receivables Securitization Agreements and other Senior
Indebtedness, in each case, as in effect on the Issue Date, and encumbrances and
restrictions in permitted refinancings or replacements thereof which are no less favorable
to the Holders of the Securities than those contained in the 9.5% Notes, the Credit
Agreement, the European Credit Agreement, the Receivables Securitization Agreements or the
Senior Indebtedness so refinanced or replaced.



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SECTION 4.15 Sale and Leaseback Transactions.




     The Company will not, and will not permit any of its Subsidiaries to, sell or transfer any
Assets, whether now owned or hereinafter acquired, and thereafter rent or lease such Assets or
other Assets which the Company or any of its Subsidiaries intends to use for the same purpose or
purposes as the Assets being sold or transferred (a “Sale and Leaseback Transaction”); provided
that the Company or any Guarantor may enter into a Sale and Leaseback Transaction if:




     (1) the Company or that Guarantor, as applicable, could have (A) incurred Indebtedness
in an amount equal to the Attributable Indebtedness relating to such Sale and Leaseback
Transaction under the proviso contained in Section 4.08, and (B) incurred a Lien to
secure such Indebtedness pursuant to Section 4.10; provided that clause (A) of this
clause shall be suspended during any period in which the Company and its Subsidiaries are
not subject to the Suspended Covenants;




     (2) The gross cash proceeds of that Sale and Leaseback Transaction are at least equal
to the fair market value, which (if in excess of $10 million) will be determined in good
faith by the Board of Directors and set forth in an Officers’ Certificate delivered to the
Trustee, of the property that is the subject of such sale and leaseback transaction; and




     (3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and
the Company applies the proceeds of such transaction in compliance with Section
4.12.


Notwithstanding the foregoing, the Company or any Subsidiary may effect a Sale and Leaseback
Transaction or series of Sale and Lease Bank Transactions with respect to its facility located in
Craigavon, County Armagh, Ireland, and the Attributable Indebtedness resulting therefrom shall be
excluded from the calculation and requirements otherwise described in clauses (1) and (3) above to
the extent such amount does not exceed £1,000,000.




SECTION 4.16 Limitation on Guarantees by Subsidiaries.




     The Company will not permit any Subsidiary, directly or indirectly, to assume, guarantee or in
any manner become liable with respect to any Indebtedness of the Company or any Guarantor unless
such Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture to
this Indenture providing for the guarantee of payment of the Securities by such Subsidiary pursuant
to the terms of Article 11 hereto. In connection with the execution and delivery of the
supplemental indenture, such Subsidiary shall execute and deliver a Guarantee substantially in the
form of Exhibit E hereto.



SECTION 4.17 Waiver of Stay, Extension or Usury Laws.




     The Company and each Guarantor covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law or any usury law or other law which would prohibit or
forgive the Company or such Guarantor, as the case may be, from paying all or any portion of the
principal of, premium, if any, or interest on the Securities as contemplated herein, wherever
enacted,



67









 







now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so) the Company and each
Guarantor hereby expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.



SECTION 4.18 Limitation on Applicability of Certain Covenants.




     During any period of time that (1) the rating assigned to the Securities by both S&P and
Moody’s (collectively, the “Rating Agencies”) is no less than BBB- and Baa3, respectively (an
“Investment Grade Rating”), and (2) no Default or Event of Default has occurred and is continuing,
the Company and its Subsidiaries will not be subject to the covenants (“Covenant Suspension”)
described in Section 4.08, Section 4.09, Section 4.12 (but only as such
Section 4.12 applies to the sale of assets other than Collateral), Section 4.13,
Section 4.14, clause (1)(A) of Section 4.15, and Section 5.01(a)(4)
(collectively, the “Suspended Covenants”). If, at any time following a Covenant Suspension, the
Securities do not continue to have an Investment Grade Rating from at least one of the Rating
Agencies, then the Covenant Suspension will end and the Company and its Subsidiaries will again be
subject to the Suspended Covenants (until at least one of the Rating Agencies has again assigned an
Investment Grade Rating to the Securities). Compliance with the Suspended Covenants
with respect to Restricted Payments made after the time any Covenant Suspension ends will
again be calculated in accordance with the covenant described in Section 4.09 of this
Indenture as if such covenant had been in effect at all times after the date of this Indenture.



SECTION 4.19 Rule 144A Information Requirement.




     If at any time the Company is no longer subject to the reporting requirements of the Exchange
Act, it will furnish to the Holders or beneficial holders of the Securities and prospective
purchasers of the Securities designated by the holders of the Securities, upon their request, any
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.



SECTION 4.20 Designation of Unrestricted Subsidiaries and Subsidiaries.



     Subject to Section 11.05(b), the Board of Directors of the Company may designate any
Subsidiary to be an Unrestricted Subsidiary if no Default or Event of Default would occur or be
continuing immediately after such designation and taking into effect the designation. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Subsidiary if the redesignation would
not cause a Default or Event of Default as a result thereof; provided, however, that the Company
shall not be permitted to designate any Unrestricted Subsidiary as a Subsidiary unless, after
giving pro forma effect to such designation (1) the Company would be permitted to incur $1.00 of
additional Indebtedness under the proviso in Section 4.08 (assuming a market rate of
interest with respect to such Indebtedness), and (2) all Indebtedness and Liens of such
Unrestricted Subsidiary would be permitted to be incurred by a Subsidiary of the Company under this
Indenture. After a redesignation of an Unrestricted Subsidiary back to a Subsidiary, the Company
may not thereafter designate such Subsidiary as an Unrestricted Subsidiary.



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     If a Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned
by the Company and its Subsidiaries in the Subsidiary so designated will be deemed to be an
Investment made as of the time of such designation and will reduce the amount available for
Restricted Payments under Section 4.09. All such outstanding Investments will be valued at
their fair market value at the time of such designation. That designation will only be permitted
if such Restricted Payment would be permitted at that time and if such designated Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.



SECTION 4.21 Further Assurances.




     The Company will, and will cause each of its existing and future Guarantors (other than
Interface Global Company) to, execute and deliver such additional instruments, certificates or
documents, and take all such actions as, in the good faith opinion of the Company, may be
reasonably required from time to time by the Collateral Agent in order to:



     (a) carry out more effectively the purposes of the Security Documents;



     (b) maintain the validity, effectiveness and priority of any of the Security Documents and the
Liens created, or intended to be created, by the Security Documents; and



     (c) ensure the protection and enforcement of any of the rights granted or intended to be
granted to the Collateral Agent under any other instrument executed in connection herewith.



ARTICLE 5

SUCCESSOR CORPORATION




SECTION 5.01 Merger, Sale of Assets, Etc.




     (a) The Company will not, in any transaction or series of transactions, merge or consolidate
with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially
all of its properties and assets as an entirety to, any Person or Persons, and the Company will not
permit any of its Subsidiaries to enter into any such transaction or series of transactions if such
transaction or series of transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer, lease or other disposition of all or substantially all of the properties and
assets of the Company or the Company and its Subsidiaries, taken as a whole, to any other Person or
Persons, unless at the time of and after giving effect thereto:




     (1) either (A) if the transaction or series of transactions is a merger or
consolidation, the Company shall be the surviving Person of such merger or consolidation, or
(B) the Person formed by such consolidation or into which the Company or such Subsidiary is
merged or to which the properties and assets of the Company or such Subsidiary, as the case
may be, are transferred (any such surviving Person or transferee Person being the “Surviving
Entity”) shall be a corporation organized and existing under the laws of the United States
of America, any state thereof or the District of Columbia and shall expressly assume by a
supplemental indenture executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and punctual payment of the principal of,



69









 







premium, if
any, and interest (including any Special Interest) on all the Securities and the performance
and observance of every covenant and obligation of this Indenture and the Securities on the
part of the Company to be performed or observed and, in each case, the Indenture shall
remain in full force and effect;




     (2) immediately before and immediately after giving effect to such transaction or
series of transactions on a pro forma basis (including, without limitation, any Indebtedness
incurred or anticipated to be incurred in connection with or in respect of such transaction
or series of transactions), no Default or Event of Default shall have occurred and be
continuing;




     (3) the Company, or the Surviving Entity, as the case may be, after giving effect to
such transaction or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction or series of transactions), could incur $1.00 of additional
Indebtedness pursuant to the proviso in Section 4.08 (assuming a market rate of
interest with respect to such additional Indebtedness);




     (4) immediately after giving effect to such transaction or series of transactions on a
pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to
be incurred in connection with or in respect of such transaction or series of transactions),
the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at
least equal to the Consolidated Net Worth of the Company immediately before such transaction
or series of transactions; provided, however, that this clause shall be suspended during any
period in which the Company and its Subsidiaries are not subject to the Suspended Covenants;
and




     (5) the Company or the Surviving Entity, as the case may be, shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each in form and substance
reasonably satisfactory to the Trustee, each stating that such consolidation, merger, sale,
assignment, conveyance, transfer, lease or other disposition and, if a supplemental
indenture is required in connection with such transaction or series of transactions, such
supplemental indenture, complies with this Indenture and that all conditions precedent
herein provided for relating to such transaction or series of transactions have been
complied with; provided, however, that, solely for purposes of computing amounts described
in Section 4.09(a)(7), any such Surviving Entity shall only be deemed to have
succeeded to and be substituted for the Company with respect to periods subsequent to the
effective time of such merger, consolidation or transfer of assets.



SECTION 5.02 Successor Substituted.




     Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the Company in accordance
with Section 5.01 hereof, in which the Company is not the surviving corporation, the
successor Person or Persons formed by such consolidation or into which the Company is merged or the
successor Person to which such sale, assignment, conveyance, transfer, lease or other disposition
is made, shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under



70









 







this Indenture and the Securities with the same effect as if such successor had been
named as the Company herein; provided, however, that solely for purposes of computing amounts
described in Section 4.09(a)(7), any such successor Person shall only be deemed to have
succeeded to and be substituted for the Company with respect to periods subsequent to the effective
time of such merger, consolidation or transfer of assets.



ARTICLE 6

REMEDIES




SECTION 6.01 Events of Default.




     (a) An “Event of Default” means any of the following events:




     (1) default in the payment of the principal of or premium, if any, on any Security when
the same becomes due and payable (upon Stated Maturity, acceleration, optional redemption,
required purchase, scheduled principal payment or otherwise);




     (2) default in the payment of an installment of interest or Special Interest, if any,
on any of the Securities, when the same becomes due and payable, and any such Default
continues for a period of 30 days;




     (3) failure to perform or observe any other term, covenant or agreement contained in
the Securities, the Indenture or any Guarantee (other than Defaults specified in clause (1)
or (2) above) and such Default continues for a period of 60 days after written notice of
such Default requiring the Company to remedy the same shall have been given (A) to the
Company by the Trustee, or (B) to the Company and the Trustee by Holders of at least 25% in
aggregate principal amount of the Securities then outstanding;




     (4) default or defaults under one or more agreements, instruments, mortgages, bonds,
debentures or other evidences of Indebtedness under which the Company or any Significant
Subsidiary of the Company then has outstanding Indebtedness in excess of $20,000,000,
individually or in the aggregate, and either (A) such Indebtedness is already due and
payable in full, or (B) such default or defaults have resulted in the acceleration of the
maturity of such Indebtedness;




     (5) one or more judgments, orders or decrees of any court or regulatory or
administrative agency of competent jurisdiction for the payment of money in excess of
$20,000,000, either individually or in the aggregate, shall be entered against the Company
or any Significant Subsidiary of the Company or any of their respective properties and shall
not be discharged or fully bonded and there shall have been a period of 60 days after the
date on which any period for appeal has expired and during which a stay of enforcement of
such judgment, order or decree, shall not be in effect;




     (6) unless all of the Collateral has been released from the Second Priority Liens in
accordance with the provisions of the Security Documents or the Intercreditor Agreement,
default by the Company or any Significant Subsidiary party thereto in
the performance of the



71









 







Security Documents which adversely affects the enforceability, validity, perfection (to the
extent required) or priority of the Second Priority Liens on a material portion of the
Collateral granted to the Collateral Agent for the benefit of the Trustee and the Holders of
the Securities, the repudiation or disaffirmation by the Company or any Significant
Subsidiary of its material obligations under the Security Documents or the determination in
a judicial proceeding that the Security Documents are unenforceable or invalid against the
Company or any Subsidiary party thereto for any reason with respect to a material portion of
the Collateral (which default, repudiation, disaffirmation or determination is not
rescinded, stayed, or waived by the Persons having such authority pursuant to the Security
Documents or otherwise cured within 60 days after the Company receives written notice
thereof specifying such occurrence from the Trustee or the Holders of at least 25% of the
outstanding principal amount of the Securities and demanding that such default be remedied);




     (7) any Guarantee issued by a Guarantor which is a Significant Subsidiary of the
Company ceases to be in full force and effect or is declared null and void, or any such
Guarantor denies that it has any further liability under any such Guarantee, or gives notice
to
such effect (other than by reason of the termination of the Indenture or the release of
any such Guarantee in accordance with Section 11.07) and such condition shall have
continued for a period of 60 days after written notice of such failure (which notice shall
specify the Default, demand that it be remedied and state that it is a “Notice of Default”)
requiring such Guarantor and the Company to remedy the same shall have been given (A) to the
Company by the Trustee, or (B) to the Company and the Trustee by Holders of at least 25% in
aggregate principal amount of the Securities then outstanding;




     (8) the Company or any Significant Subsidiary of the Company pursuant to or under or
within the meaning of any Bankruptcy Law:




     (A) commences a voluntary case or proceeding,




     (B) consents to the entry of an order for relief against it in an involuntary
case or proceeding filed with respect to the Company or such Significant Subsidiary,




     (C) consents to the appointment of a Custodian of it or for all or substantially
all of its property,




     (D) makes a general assignment for the benefit of its creditors, or




     (E) shall generally not pay its debts when such debts become due or shall admit
in writing its inability to pay its debts generally; or




     (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (A) is for relief against the Company or any Significant Subsidiary of the
Company in an involuntary case or proceeding,



72









 






     (B) appoints a Custodian of the Company or any Significant Subsidiary of the
Company for all or substantially all of its properties, or




     (C) orders the liquidation of the Company or any Significant Subsidiary of the
Company,




and, in each case, the order or decree remains unstayed and in effect for 60 days.



     (b) Subject to the provisions of Section 7.01 and Section 7.02, the Trustee
shall not be charged with knowledge of any Default or Event of Default unless written notice
thereof shall have been given to a Trust Officer at the Corporate Trust Office of the Trustee
having direct responsibility for the administration of this Indenture by the Company, the Paying
Agent, any Holder, any holder of the requisite defaulted Indebtedness or any of their respective
agents.


SECTION 6.02 Acceleration.




     (a) If an Event of Default (other than as specified in Section 6.01(a)(8) or
Section 6.01(a)(9)) occurs and is continuing, (1) the Trustee, by written notice to the
Company, or (2) the Holders of at least 25% in aggregate principal amount of the Securities then
outstanding, by written notice to the Trustee and the Company, may declare the principal of,
premium, if any, and accrued and unpaid interest, if any, on all of the outstanding Securities to
be due and payable immediately, upon which declaration, all amounts payable in respect of the
Securities shall be immediately due and payable; provided, however, that so long as the Credit
Agreement shall be in force and effect, if an Event of Default shall have occurred and be
continuing (other than an Event of Default specified in Section 6.01(a)(8) or
Section 6.01(a)(9)), any such acceleration shall not be effective until the earlier to
occur of:




     (A) ten Business Days following delivery of a written notice of such acceleration to
the Credit Agreement Agent under the Credit Agreement of the intention to accelerate the
maturity of the Securities, or




     (B) the acceleration of the maturity of the Indebtedness under the Credit Agreement.



     (b) If an Event of Default specified in Section 6.01(a)(8) or Section
6.01(a)(9) occurs and is continuing, then the principal of, premium, if any, and accrued and
unpaid interest (including any Special Interest), if any, on all of the outstanding Securities
shall ipso facto become and be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder of Securities.



     (c) After a declaration of acceleration under this Indenture, but before a judgment or decree
for payment of the money due has been obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the outstanding Securities, by written notice to the Company and the
Trustee, may rescind such declaration if:



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     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all
amounts due the Trustee under Section 7.08 and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue
interest on all Securities, (C) the principal of and premium, if any, and Special Interest,
if any. on any Securities which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Securities, and (D) to the extent
that payment of such interest is lawful, interest (including any Special Interest) upon
overdue interest and overdue principal which has become due otherwise than by such
declaration of acceleration at the rate borne by the Securities;




     (2) the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and




     (3) all Events of Default, other than the non-payment of principal of, premium, if any,
and interest (including any Special Interest) on the Securities that has become due solely
by such declaration of acceleration, have been cured or waived as provided in Section
6.04.



     (d) No such rescission shall affect any subsequent Default or Event of Default or impair any
contingent right therein.



SECTION 6.03 Other Remedies.




     If an Event of Default occurs and is continuing, the Trustee may, subject to the Intercreditor
Agreement, pursue any available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, or interest on the Securities or to enforce the performance of any
provision of the Securities, this Indenture or the Security Documents.



     All rights of action and claims under this Indenture or the Securities may be enforced by the
Trustee even if it does not possess any of the Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.



SECTION 6.04 Waiver of Past Defaults.




     Subject to the provisions of Section 6.07 and Section 9.02, the Holders of not
less than a majority in aggregate principal amount of the outstanding Securities by notice to the
Trustee may, on behalf of the Holders of all the Securities, waive any past Default or Event of
Default and its consequences, except a Default or Event of Default specified in Section
6.01(a)(1) or Section 6.01(a)(2) or in respect of any covenant or provision hereof
which cannot be modified or amended without the consent of the Holder so affected pursuant to
Section 9.02. When a Default or Event of Default is so waived, it shall be deemed cured
and shall cease to exist.



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SECTION 6.05 Control by Majority.




     Subject to the Security Documents, the Holders of not less than a majority in aggregate
principal amount of the outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, provided, however, that the Trustee may refuse to follow any
direction (a) that conflicts with any rule of law or this Indenture, (b) that the Trustee
determines may be unduly prejudicial to the rights of another Holder, or (c) that may expose the
Trustee to personal liability unless the Trustee has been provided indemnity reasonably
satisfactory to it against any costs, expenses, loss and liabilities which may be caused by its
following such direction; and provided further that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction.



SECTION 6.06 Limitation on Suits.




     (a) No Holder of any Securities shall have any right to institute any proceeding or pursue any
remedy with respect to this Indenture or the Securities unless:




     (1) the Holder gives written notice to the Trustee of a continuing Event of Default;




     (2) the Holders of at least 25% in aggregate principal amount of the outstanding
Securities make a written request to the Trustee to pursue the remedy;




     (3) such Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity reasonably satisfactory to it against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 30 days after receipt of the
request and the offer and, if requested, provision of indemnity; and




     (5) during such 30-day period the Holders of a majority in aggregate principal amount
of the outstanding Securities do not give the Trustee a direction which is inconsistent with
the request.



     (b) The foregoing limitations shall not apply to a suit instituted by a Holder for the
enforcement of the payment of principal of, premium, if any, or accrued interest on, such Security
on or after the respective due dates set forth in such Security.



     (c) A Holder may not use this Indenture to prejudice the rights of any other Holders or to
obtain priority or preference over such other Holders.



     (d) The exercise of any and all rights and remedies in respect of the Collateral is subject to
the terms of the Intercreditor Agreement.



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SECTION 6.07 Right of Holders to Receive Payment.




     Notwithstanding any other provision in this Indenture, the right of any Holder to receive
payment of the principal of, premium, if any, and interest on such Security, on or after the
respective Stated Maturities expressed in such Security, or to bring suit for the enforcement of
any such payment on or after the respective Stated Maturities, is absolute and unconditional and
shall not be impaired or affected without the consent of the Holder.



SECTION 6.08 Collection Suit by Trustee.




     If an Event of Default specified in Section 6.01(a)(1) or Section 6.01(a)(2)
occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an
express trust against the Company, any Guarantor or any other obligor on the Securities for the
whole amount of principal of, premium, if any, and accrued interest (including any Special
Interest) remaining unpaid, together with interest on overdue principal and, to the extent that
payment of such interest is lawful, interest on overdue installments of interest, in each case at
the rate per annum borne by the Securities and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.



SECTION 6.09 Trustee May File Proofs of Claims.




     The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company or the Guarantors of the
Company (or any other obligor upon the Securities), their creditors or their property and shall be
entitled and empowered to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same, and any Custodian in any such judicial proceedings
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.08.
To the extent that the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under Section
7.08 hereof out of the estate in any such proceeding, shall be denied for any reason, payment
of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.



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SECTION 6.10 Priorities.




     Subject to the Intercreditor Agreement and the Security Documents, if the Trustee collects any
money pursuant to this Article 6 or from the Collateral Agent pursuant to the Security
Documents, it shall pay out such money in the following order:



     First: to the Trustee for amounts due under Section 7.08;



     Second: to Holders for interest (including Special Interest) accrued on the Securities,
ratably, without preference or priority of any kind, according to the amounts due and payable on
the Securities for interest (including Special Interest);



     Third: to Holders for principal amounts (including any premium) owing under the Securities,
ratably, without preference or priority of any kind, according to the amounts due and payable on
the Securities for principal (including any premium); and



     Fourth: the balance, if any, to the Company or to the extent the Trustee collects any amount
from any Guarantor, to such Guarantor.



     The Trustee, upon prior written notice to the Company, may fix a record date and payment date
for any payment to Holders pursuant to this Section 6.10.



SECTION 6.11 Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court may in its discretion
require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to any
suit by the Trustee, any suit by a Holder pursuant to Section 6.07, or a suit by Holders of
more than 10% in aggregate principal amount of the outstanding Securities.



SECTION 6.12 Restoration of Rights and Remedies.




     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture, any Security or any Guarantee and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case the Company, each Guarantor, if any, the Trustee and the Holders shall,
subject to any determination in such proceeding, be restored severally and respectively to their
former positions hereunder, and thereafter all rights and remedies of each of them shall continue
as though no such proceeding had been instituted.



SECTION 6.13 Appointment and Authorization of Collateral Agent.




     (a) U.S. Bank National Association is hereby designated and appointed as the Collateral Agent
of the Holders under the Security Documents, and is authorized as the Collateral Agent for



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such
Holders to execute and enter into each of the Security Documents and all other instruments relating
to the Security Documents and (i) to take action and exercise such powers as are expressly required
or permitted hereunder and under the Security Documents and all instruments relating hereto and
thereto and (ii) to exercise such powers and perform such duties as are in each case, expressly
delegated to the Collateral Agent by the terms hereof and thereof together with such other powers
as are reasonably incidental hereto and thereto.



     (b) Notwithstanding any provision to the contrary elsewhere in this Indenture or the Security
Documents, the Collateral Agent shall not have any duties or responsibilities except those
expressly set forth herein or therein or any fiduciary relationship with any Holder, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Indenture or any Security Document or otherwise exist against the Collateral Agent.



     (c) The Collateral Agent may consult with counsel of its selection and the advice or opinion
of such counsel as to matters of law shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder or under the Security
Documents in good faith and in accordance with the advice or opinion of such counsel.



     (d) With respect to any action the Collateral Agent is required to perform under this
Indenture, the Security Documents or the Intercreditor Agreement, the Collateral Agent may
conclusively rely (in the absence of bad faith on its part), as to the truth of the statements and
the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the
Collateral Agent and conforming to the requirements of this Indenture, and the Collateral Agent
shall not be liable to the Holders for any action taken or omitted by it pursuant thereto.
However, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Collateral Agent, the Collateral Agent shall examine
the certificates and opinions to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other
facts purported to be stated therein).



ARTICLE 7

TRUSTEE




SECTION 7.01 Duties.




     (a) In case an Event of Default has occurred and is continuing and the Trustee has actual
knowledge of such Event of Default, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent
Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.



     (b) Except during the continuance of an Event of Default:




     (1) the duties of the Trustee shall be determined solely by the express provisions of
the Indenture and the Trustee need perform only such duties as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and



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     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the requirements
of this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts purported to be stated therein).



     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own grossly negligent action, its own grossly negligent failure to act or its own willful
misconduct, except that:




     (1) this Section 7.01(c) does not limit the effect of Section 7.01(b);




     (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 6.05.




     (4) the Trustee shall not be liable to the Holders for any action taken or omitted by
it at the direction of the Company or the Holders under circumstances in which such
direction is required or permitted by the terms of this Indenture.



     (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.



     (e) Whether or not expressly so provided, every provision of this Indenture that in any way
relates to the Trustee is subject to Section 7.01(a) through Section 7.01(d).



     (f) The Trustee shall not be liable for interest on any money or assets received by it except
as the Trustee may agree in writing with the Company. Money or assets held in trust by the Trustee
need not be segregated from other funds or assets except to the extent required by law.



SECTION 7.02 Rights of Trustee.




     (a) Subject to Section 7.01 hereof and the provisions of TIA § 315:




     (1) The Trustee may conclusively rely on, and shall be protected in acting or
refraining action upon, any document believed by it to be genuine and to have been signed or



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presented by the proper Person. The Trustee need not investigate any fact or matter stated
in the document.




     (2) Before the Trustee acts or refrains from acting, it may consult with counsel of its
selection and may require an Officers’ Certificate, an Opinion of Counsel, or both, which
shall conform to Section 10.04 and Section 10.05. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on such
certificate or opinion.




     (3) The Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct (except for willful misconduct) or negligence (except for gross
negligence) of any agent appointed with due care.




     (4) The Trustee shall not be liable for any action taken or omitted by it in good faith
and reasonably believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Indenture.




     (5) The Trustee may consult with counsel of its own choosing and the advice or any
opinion of counsel as to matters of law shall be full and complete authorization and
protection from liability in respect of any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of counsel.




     (6) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, notice, request,
direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts or matters as
it may see fit.




     (7) The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the Holders
pursuant to the provisions of this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby.




     (8) Unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer of the
Company.




     (9) The Trustee shall not be deemed to have knowledge of any Default or Event of
Default except (A) any Event of Default occurring pursuant to Section 6.01(a)(1) or
Section 6.01(a)(2), or (B) any Event of Default of which a Trust Officer of the
Trustee having direct responsibility for the administration of this Indenture shall have
received written notification or otherwise obtained actual knowledge.




     (10) Whenever by the terms of this Indenture, the Trustee shall be required to transmit
notices or reports to any or all Holders, the Trustee shall be entitled to rely on the
information provided by the Registrar as to the names and addresses of the Holders as being



80









 







correct. If the Registrar is other than the Trustee, the Trustee shall not be responsible
for the accuracy of such information.




     (11) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and to each agent,
custodian and other Person employed to act hereunder.




     (12) The permissive right of the Trustee to act hereunder shall not be construed as a
duty.



     (b) Subject to the above provisions and Section 6.05, the Holders of not less than a
majority in aggregate principal amount of the outstanding Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee under this Indenture.


SECTION 7.03 Individual Rights of Trustee.




     The Trustee, any Paying Agent, Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to Section
7.11 and Section 7.12 of this Indenture and TIA §§ 310 and 311, may otherwise deal with
the Company and its Subsidiaries and Affiliates with the same rights it would have if it were not
the Trustee, Paying Agent, Registrar or such other agent. However, in the event that the Trustee
acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC
for permission to continue as trustee, or resign.



SECTION 7.04 Trustee’s Disclaimer.




     The Trustee shall not be responsible for and makes no representations as to the validity or
sufficiency of this Indenture or the Securities (including any Guarantee); it shall not be
accountable for the Company’s use or application of the proceeds from the Securities or any money
paid to the Company or upon the Company’s direction as provided for pursuant to this Indenture; it
shall not be responsible for the use or application of any money received by any Paying Agent other
than the Trustee; and it shall not be responsible for any statement or recital herein or in the
Securities or any other document in connection with the sale of the Securities, other than the
Trustee’s certificate of authentication.



     The Trustee shall have no responsibility with respect to any information in any offering
memorandum or other disclosure material and shall have no responsibility for compliance with
applicable securities laws in connection with the issuance and sale of the Securities.



SECTION 7.05 Notice of Default.




     If a Default or an Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to each Holder notice of the Default or Event of Default within 30
days after obtaining knowledge thereof; provided, however, that, except in the case of a Default or
an Event of



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Default in the payment of the principal of, premium, if any, or interest (including
Special Interest, if any) on any Security, the Trustee shall be protected in withholding such
notice if and so long as a committee of its Trust Officers in good faith determines that the
withholding of such notice is in the interest of the Holders.



SECTION 7.06 Money Held in Trust.




     All moneys received by the Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be segregated from other funds
except to the extent required herein or by law. The Trustee shall not be under any liability for
interest on any moneys received by it hereunder, except as the Trustee may agree with the Company.



SECTION 7.07 Reports by Trustee to Holders.




     Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, the Trustee shall, to the extent that any of the events described in TIA § 313(a) shall
have occurred within the previous twelve months, but not otherwise, mail to each Holder a brief
report
dated as of such May 15 that complies with TIA § 313(a). The Trustee also shall comply with
TIA §§ 313(b)(2) and 313(c).



     A copy of each report at the time of its mailing to Holders shall be mailed to the Company and
filed with the SEC and each securities exchange, if any, on which the Securities are listed in
accordance with TIA § 313(d).



     The Company shall notify the Trustee in writing if the Securities become listed on any
securities exchange or any delisting thereof.



SECTION 7.08 Compensation and Indemnity.




     The Company covenants and agrees to pay the Trustee from time to time compensation as shall be
agreed in writing between the Company and the Trustee for its acceptance of this Indenture and
services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of
a trustee of an express trust. The Company shall reimburse the Trustee upon request for all
reasonable disbursements, expenses and advances incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel and any taxes or other expenses
incurred by a trust created pursuant to Article 8 hereof.



     The Company and each Guarantor shall indemnify each of the Trustee and any predecessor Trustee
(in all capacities under this Indenture) and its officers, directors, employees and agents for, and
hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including
reasonable compensation, fees, disbursements and expenses of Trustees’ agents and counsel) incurred
by it arising out of or in connection with the acceptance of or the administration of this trust
and its rights or duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company and defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder (whether asserted by the



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Company or any Holder or any other Person), except to the extent any such loss, liability or
expense is attributable to its gross negligence or bad faith. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The
Company shall be entitled to assume the defense of the claim, with counsel reasonably satisfactory
to the Trustee; provided, however, that if such claim is made against both the Company and the
Trustee and the Trustee shall have reasonably concluded that there may be one or more legal
defenses available to it which are different from or additional to those available to the Company,
the Trustee shall have the right to select separate counsel to defend such claim on behalf of the
Trustee. In the event that the Company assumes the defense of the claim, the Company shall have no
obligation to pay the fees and expenses of separate counsel for the Trustee (except where the
Trustee is entitled to select separate counsel for the reason provided in the preceding sentence)
and the Trustee shall cooperate in the defense of such claim. The Company need not pay for any
settlement made without its prior written consent, which consent shall not be unreasonably
withheld. The Company need not
reimburse any expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.



     To secure the Company’s payment obligations in this Section 7.08, the Trustee shall
have a Lien prior to the Securities on all assets held or collected by the Trustee, in its capacity
as Trustee, except assets held in trust to pay principal of, premium, if any, or interest
(including Special Interest) on particular Securities.



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 6.01(a)(8) or Section 6.01(a)(9), the expenses and the
compensation for the services (including the fees and expense of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law.



     The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.



     The Company’s obligations under this Section 7.08 and any Lien arising hereunder shall
survive the resignation or removal of any trustee, the discharge of the Company’s obligations
pursuant to Article 8 and/or the termination of this Indenture.



SECTION 7.09 Replacement of Trustee.




     (a) Resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.09.



     (b) The Trustee may resign in writing at any time and be discharged from the trust created
hereby by so notifying the Company. The Holders of a majority in aggregate principal amount of the
outstanding Securities may remove the Trustee by so notifying the Company and the Trustee in
writing and may appoint a successor trustee with the Company’s prior written consent. The Company
may remove the Trustee if:




     (1) the Trustee fails to comply with Section 7.11;



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     (2) the Trustee is adjudged a bankrupt or an insolvent, or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




     (3) a receiver or other public officer takes charge of the Trustee or its property; or




     (4) the Trustee becomes incapable of acting.



     (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Company shall notify each Holder of such event and shall promptly appoint a
successor Trustee. The Trustee shall be entitled to payment of its fees and reimbursement of its
expenses while acting as Trustee, and to the extent such amounts remain unpaid, the Trustee that
has resigned or has been removed shall retain the Lien afforded by Section 7.08. Within
one year after the successor Trustee takes office, the Holders of a majority in principal amount of
the outstanding
Securities may, with the Company’s prior written consent, appoint a successor Trustee to
replace the successor Trustee appointed by the Company.



     (d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. Promptly after that, the retiring Trustee shall transfer all property
held by it as Trustee to the successor Trustee, provided all sums then owing to the Trustee
hereunder have been paid and subject to the Lien provided in Section 7.08. A successor
Trustee shall mail notice of its succession to each Holder.



     (e) Subject to TIA § 310(b), if a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Company),
the Company or the Holders of at least 10% in principal amount of the outstanding Securities may
petition any court of competent jurisdiction for the appointment of a successor Trustee.



     (f) If the Trustee, after written request by any Holder of the Securities who has been a
Holder for at least six months, fails to comply with Section 7.11, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.



     (g) Notwithstanding replacement of the Trustee pursuant to this Section 7.09, the
Company’s obligations under Section 7.08 shall continue for the benefit of the retiring
Trustee.



SECTION 7.10 Successor Trustee by Merger, etc.




     If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, state bank or national banking
association, the resulting, surviving or transferee corporation, state bank or national banking
association without any further act shall, if such resulting, surviving or transferee corporation,
state bank or national banking association is otherwise eligible hereunder, be the successor
Trustee.



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SECTION 7.11 Eligibility; Disqualification.




     There shall at all times be a Trustee hereunder that is organized and doing business under the
laws of the United States of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition.



     This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other
securities, or certificates of interest or participation in other securities, of the Company are
outstanding, if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.



SECTION 7.12 Preferential Collection of Claims Against Company.




     The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b). If the present or any future Trustee shall resign or be removed, it shall be subject to
TIA § 311(a) to the extent provided therein.



SECTION 7.13 No Responsibility for Recording or Filing.



     The Trustee shall be under no obligation to record or file a financing statement (except for
continuation statements) or any other instrument or otherwise give to any Person notice thereof.



SECTION 7.14 No Responsibility for Insurance, Taxes or Other Assessments.




     The Trustee shall be under no obligation to pay, nor under any obligation to cause the Company
or any Guarantor to pay, any insurance, taxes or other assessments on any Assets of the Company or
any of its subsidiaries, irrespective of whether such Assets, at any time, secure the Indebtedness
or other obligations evidenced by the Securities.



ARTICLE 8

SATISFACTION AND DISCHARGE OF INDENTURE;

LEGAL AND COVENANT DEFEASANCE




SECTION 8.01 Termination of the Company’s Obligations.




     (a) The Company and each Guarantor may terminate its obligations under the Securities and this
Indenture, except those obligations referred to in Section 8.01(b), if:




     (1) either (A) all Securities previously authenticated and delivered (other than
destroyed, lost or stolen Securities which have been replaced or paid or Securities for
whose payment money has theretofore been deposited with the Trustee or the Paying Agent in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 8.04) have been delivered to the
Trustee for cancellation and the Company has paid all sums payable by it hereunder, or (B)
either



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(i) pursuant to Article 3, the Company shall have given notice to the Trustee
and mailed a notice of redemption to each Holder of the redemption of all of the Securities
under arrangements satisfactory to the Trustee for the giving of such notice, or (ii) all
Securities have otherwise become due and payable hereunder and the Company shall have
irrevocably deposited or caused to be deposited with the Trustee or a trustee reasonably
satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the
Holders for that purpose, money in such amount as is sufficient without consideration of
reinvestment of such interest, to pay principal of, premium, if any, and interest on the
outstanding Securities to maturity or redemption, as certified in a certificate of a
nationally recognized firm of independent public accountants; provided that the Trustee
shall have been irrevocably instructed to apply such
money to the payment of said principal, premium, if any, and interest with respect to
the Securities;




     (2) no Default or Event of Default with respect to this Indenture or the Securities
shall have occurred and be continuing on the date of such deposit or shall occur as a result
of such deposit and such deposit will not result in a breach or violation of, or constitute
a default under, any other instrument to which the Company is a party or by which it is
bound;




     (3) the Company shall have paid all other sums payable by it hereunder; and




     (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that (A) all conditions precedent providing for the
termination of the Company’s and any Guarantor’s obligation under the Securities, this
Indenture and any Guarantee have been complied with, and (B) such satisfaction and discharge
will not result in a breach or violation of, or constitute a default under, this Indenture
or any material agreement or instrument to which the Company or a Guarantor is a party or by
which the Company or a Guarantor is bound.



     (b) Notwithstanding Section 8.01(a), the Company’s obligations in Section
2.06, Section 2.07, Section 2.08, Section 2.12, Section 2.18,
Section 4.01, Section 4.02 and Section 7.08 and any Guarantor’s obligations
in respect thereof shall survive until the Securities are no longer outstanding pursuant to the
last paragraph of Section 2.12. After the Securities are no longer outstanding, the
Company’s obligations in Section 7.08, Section 8.06 and Section 8.07 and
any Guarantor’s obligations in respect thereof shall survive.



     (c) After such delivery or irrevocable deposit, the Trustee, upon request, shall (i)
acknowledge in writing the discharge of the Company’s and any Guarantor’s obligations under the
Securities, this Indenture and the Security Documents except for those surviving obligations
specified above, (ii) terminate all of the Security Documents (except for those provisions which
expressly survive termination) and release all Liens on the Collateral securing the Second Priority
Lien Obligations, and (iii) execute and deliver to the Company and the Guarantors, and authorize
the Company and the Guarantors to file and record, any and all mortgage releases, UCC termination
statements and other lien release documentation as may be necessary or appropriate in the good
faith judgment of the Company to effectuate and give public notice of such release of Liens on the
Collateral securing the Second Priority Lien Obligations.



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SECTION 8.02 Option to Effect Legal Defeasance or Covenant Defeasance.




     The Company may, at the option of its Board of Directors, evidenced by a Board Resolution set
forth in an Officers’ Certificate of the Company, at any time, with respect to the Securities,
elect to have either Section 8.03 or Section 8.04 below be applied to the
outstanding Securities upon compliance with the conditions set forth below in this Article
8.



SECTION 8.03 Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 8.02 of the option applicable to this
Section 8.03, the Company and any Guarantor shall, subject to satisfaction of the
conditions set forth in Section 8.05, be deemed to have been released and discharged from
its obligations with respect to the outstanding Securities on the date the conditions set forth
below are satisfied (hereinafter, “legal defeasance”). For this purpose, legal defeasance means
that the Company and the Guarantors shall be deemed to have paid and discharged the entire
indebtedness represented by the outstanding Securities, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.06 below and the other Sections of and
matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Securities, this Indenture and the Security Documents insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same, including without limitation all documents and instruments
necessary to evidence the release of Liens on the Collateral as required pursuant to Section
12.03), except for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Securities to receive solely from
the trust fund described in Section 8.06 hereof and as more fully set forth in such
Section 8.06, payments in respect of the principal of, premium, if any, and interest and
Special Interest, if any, on such Securities when such payments are due, (ii) the Company’s
obligations with respect to such Securities under Article 2 and Section 4.02, and,
with respect to the Trustee, under Section 7.08 and any Guarantor’s obligations in respect
thereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv)
this Article 8. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.03 notwithstanding the prior exercise of its
option under Section 8.04 below with respect to the Securities.



SECTION 8.04 Covenant Defeasance.




     Upon the Company’s exercise under Section 8.02 of the option applicable to this
Section 8.04, the Company and each of the Guarantors shall, subject to satisfaction of the
conditions set forth in Section 8.05, be released and discharged from its obligations under
any covenant contained in Article 5 and in Section 4.07 through Section
4.16 and Section 4.18 with respect to the outstanding Securities and released from its
obligations under the Security Documents on and after the date the conditions set forth below are
satisfied (hereinafter, “covenant defeasance”), and the Securities shall thereafter be deemed to be
not “outstanding” for the purpose of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the outstanding Securities, the Company and the Guarantors
may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by



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reason of any reference
elsewhere herein or in any Security Document to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01(c), but,
except as specified above, the remainder of this Indenture and such Securities shall be unaffected
thereby. In addition, upon the Company’s exercise under Section 8.02 of the option
applicable to
this Section 8.04, subject to the satisfaction of the conditions set forth in
Section 8.05 hereof, Section 6.01(a)(1) through Section 6.01(a)(7) hereof
shall not constitute Events of Default. 



SECTION 8.05 Conditions to Legal or Covenant Defeasance.




     (a) The following shall be the conditions to application of either Section 8.03 or
Section 8.04 to the outstanding Securities. In order to exercise either legal defeasance
or covenant defeasance:




     (1) the Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 7.11 who shall
agree to comply with the provisions of this Section 8.05 applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such Securities,
(A) cash, in United States dollars, (B) direct non-callable obligations of, or non-callable
obligations guaranteed by, the United States of America for the payment of which guarantee
or obligation the full faith and credit of the United States is pledged (“U.S. Government
Obligations”) maturing as to principal, premium, if any, and interest in such amounts of
cash, in United States dollars, and at such times as are sufficient without consideration of
any reinvestment of such interest, to pay principal of, premium, if any, and interest on the
outstanding Securities not later than one day before the due date of any payment, or (C) a
combination thereof, as shall be sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, principal of, premium, if any, and interest
(including any Special Interest) on the outstanding Securities (except lost, stolen or
destroyed Securities which have been replaced or repaid) on the Final Maturity Date or
otherwise in accordance with the terms of this Indenture and of such Securities, and the
Company shall specify whether the Securities are being defeased to maturity or a particular
Redemption Date; provided, however, that the Trustee (or other qualifying trustee) shall
have received an irrevocable written order from the Company instructing the Trustee (or
other qualifying trustee) to apply such money or the proceeds of such U.S. Government
Obligations to said payments with respect to the Securities;




     (2) no Default or Event of Default or event which with notice or lapse of time or both
would become a Default or an Event of Default with respect to the Securities shall have
occurred and be continuing (A) on the date of such deposit, or (B) insofar as
Section 6.01(a) is concerned, at any time during the period ending on the 91st day
after the date of such deposit (other than a Default or Event of Default resulting from the
incurrence of Indebtedness, all or a portion of which will be used to defease the Securities
concurrently



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with such increase, it being understood that the condition set forth in this
Section 8.05(2)(B) shall not be deemed satisfied until the expiration of such
period);




     (3) such legal defeasance or covenant defeasance shall not cause the Trustee to have a
conflicting interest with respect to any securities of the Company or any Guarantor;




     (4) such legal defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a Default or Event of Default under, this Indenture (except with
respect to the incurrence of Indebtedness described in clause (2) above) or any other
material agreement or instrument to which the Company or any Guarantor is a party or by
which the Company or any Guarantor is bound;




     (5) in the case of an election under Section 8.03 above, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received a
ruling from the Internal Revenue Service, or (B) since the date of this Indenture, there has
been a change in the applicable federal income tax law (or the Internal Revenue Service
shall have published a ruling with respect to the applicable federal income tax law), in any
such case to the effect that, and based thereon such opinion shall confirm that, the Holders
of the outstanding Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such legal defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if
such legal defeasance had not occurred;




     (6) in the case of an election under Section 8.04 above, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the
outstanding Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred;




     (7) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that (A) all conditions precedent provided for relating to
either the legal defeasance under Section 8.03 above or the covenant defeasance
under Section 8.04 above, as the case may be, have been complied with, and (B) if
any other Indebtedness of the Company shall then be outstanding or committed, such legal
defeasance or covenant defeasance will not violate the provisions of the agreements or
instruments evidencing such Indebtedness; and




     (8) in the case of an election under either Section 8.03 or Section
8.04, the Company also shall have delivered to the Trustee an Opinion of Counsel (which
may be part of the opinion referred to in clause (7) above) covering the matters set forth
below:




     (A) the trust funds will not be subject to any rights of holders of Indebtedness
of the Company, other than the Securities,



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     (B) assuming (i) no intervening bankruptcy of the Company between the date of
the deposit and the 90th day following the deposit, and (ii) that no
Holder of the Securities is an “insider” of the Company or the Guarantors within the
meaning of applicable Bankruptcy Laws, then after the 91st day following the deposit,
the trust
funds will not be subject to the effect of any applicable Bankruptcy Laws or any
other insolvency, reorganization or similar laws affecting creditors’ rights, and




     (C) assuming such trust funds remained in the Trustee’s possession prior to any
court ruling described below (to the extent not paid to Holders of Securities),
(i) the Trustee will hold, for the benefit of the Holders of Securities, a valid and
enforceable security interest in such trust funds that is not avoidable in bankruptcy
or otherwise, subject only to principles of equitable subordination, (ii) the Holders
of Securities will be entitled to receive adequate protection of their interests in
such trust funds if such trust funds are used, and (iii) no property, rights in
property or other interests granted to the Trustee or the Holders of Securities in
exchange for or with respect to any of such funds will be subject to any prior rights
of any other Person, subject only to prior Liens granted under Section 364 of Title
11 of the U.S. Bankruptcy Code (or any section of any other Bankruptcy Law having the
same effect), but still subject to the foregoing clause (ii).




Except
for the opinion described in the foregoing clauses 8(A) – 8(C), such Opinion of
Counsel may also provide that if a court were to rule under any Bankruptcy Law in any case
or proceeding that the trust funds remained property of the Company, no opinion need be
given as to the effect of such Bankruptcy Laws on the trust funds.



     (b) In addition to the conditions set forth in Section 8.05(a) above, the Company and
its Subsidiaries shall, as and when applicable, comply with the other provisions of this
Article 8, including Section 8.06(b).



SECTION 8.06 Deposited Money and Cash Equivalents to Be Held in Trust.




     (a) Subject to Section 8.07, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.06, the “Trustee”) pursuant to Section 8.05 above in
respect of the outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (other than the Company or any Affiliate of the Company) at
the written direction of the Company, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest (including any Special
Interest), but such money need not be segregated from other funds except to the extent required by
law.



     (b) The Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to
Section 8.05 or the principal, premium, if any, and interest (including any Special
Interest) received in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Securities.



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     (c) Anything in this Article 8 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the request, in writing, by the Company any
money or
U.S. Government Obligations held by it as provided in Section 8.06 above which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.



SECTION 8.07 Repayment to Company or Guarantors.




     Subject to Section 7.08, any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium, if any, or
interest (including any Special Interest) on any Securities and remaining unclaimed for two years
after such principal, premium, if any, and interest (including any Special Interest) has become due
and payable, shall be paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as a general
unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in The Wall Street Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining shall be repaid to
the Company.



SECTION 8.08 Reinstatement.




     If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with Section 8.03 or Section 8.04, as the case may be, by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company’s and each
Guarantor’s obligations under this Indenture and the Securities shall be revived and reinstated as
though no deposit had been made pursuant to Section 8.03 or Section 8.04 until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 8.03 or Section 8.04 hereof, as the case may
be; provided, however, that if the Company or a Guarantor has made any payment of principal of,
premium, if any, or interest (including any Special Interest) on any Securities following the
reinstatement of its obligations, the Company or such Guarantor, as the case may be, shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.



ARTICLE 9

AMENDMENTS, SUPPLEMENTS AND WAIVERS




SECTION 9.01 Without Consent of Holders.




     (a) Notwithstanding Section 9.02 of this Indenture, without notice to or consent of
any Holder, the Company, the Guarantors and the Trustee (subject to the Intercreditor Agreement)
may



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amend, waive or supplement this Indenture or the Securities without notice to or consent of
any Holder:





     (1) to evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company in this Indenture and in the Securities;




     (2) to provide for uncertificated Securities in addition to or in place of certificated
Securities;




     (3) to add to the covenants of the company for the benefit of the Holders, or to
surrender any right or power herein conferred upon the Company;




     (4) to comply with any requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;




     (5) to make any change that would provide any additional benefit or rights to the
Holders or that does not adversely affect the rights of any Holder;




     (6) to add additional Events of Default;




     (7) to evidence and provide for the acceptance of appointment under this Indenture by a
successor Trustee;




     (8) to provide for or confirm the issuance of Additional Securities in accordance with
the terms of this Indenture;




     (9) to add to the Collateral securing the Securities, to add a Guarantor or to release
a Guarantor in accordance with this Indenture;




     (10) to allow any Subsidiary to guarantee the Securities or otherwise comply with
Section 4.16 or Section 11.01; or




     (11) to cure any ambiguity, to correct or supplement any provision in this Indenture
which may be defective or inconsistent with any other provision in this Indenture, or to
make any other provisions with respect to matters or questions arising under this Indenture.



     (b) Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of the documents described in Section 7.02(a) hereof stating that such amended or
supplemental Indenture complies with this Section 9.01, the Trustee shall join with the
Company in the execution of any amended or supplemental Indenture authorized or permitted by the
terms of this Indenture and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such amended or
supplemental
Indenture that adversely affects its own rights, duties or immunities under this Indenture or
otherwise.



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     (c) Notwithstanding the above, the Trustee and the Company may not make any change that
adversely affects the rights of any Holder hereunder in any material respect as determined in good
faith by the Board of Directors of the Company. The Company shall be required to deliver to the
Trustee an Opinion of Counsel stating that any such change made pursuant to this Section
9.01 does not adversely affect the rights of any Holder.



SECTION 9.02 With Consent of Holders.




     (a) Except as provided below in this Section 9.02, the Company and the Trustee may
(subject to the Intercreditor Agreement) amend or supplement this Indenture (including Section
4.11 and Section 4.12 hereof) and the Securities with the consent of the Holders of at
least a majority in principal amount of the then outstanding Securities of each series affected by
such amendment or supplement (including Additional Securities, if any) voting as a single class
(including, without limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Securities), and, subject to Section 6.04 and Section
6.07 hereof, any existing Default or Event of Default or compliance with any provision of this
Indenture or the Securities may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities of each series affected by such amendment or
supplement (including Additional Securities, if any) voting as a single class (including, without
limitation, consents obtained in connection with purchase of, a tender offer or exchange offer for,
the Securities). Section 2.08 hereof shall determine which Securities are considered to be
“outstanding” for purposes of this Section 9.02.



     (b) Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and, if requested, upon
the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders
of Securities as aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.02(a) hereof stating that any such amended or supplemental Indenture complies
with this Section 9.02, the Trustee shall join with the Company in the execution of such
amended or supplemental Indenture unless such amended or supplemental Indenture adversely affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.



     (c) It shall not be necessary for the consent of the Holders under this Section 9.02
to approve the particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.



     (d) After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holder of each Security affected thereby, with a copy to
the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any amendment, supplement or waiver.



     (e) Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority
in aggregate principal amount of the Securities of each series affected thereby (including
Additional



93









 







Securities, if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the Securities of such
series.



     (f) Notwithstanding the other provisions of this Section 9.02, without the consent of
each Holder affected, an amendment or waiver, whether under this Section 9.02 or a waiver
under Section 6.04, may not (with respect to any Securities held by a non-consenting
Holder):




     (1) reduce the principal amount outstanding of, or extend the fixed maturity date of
any Security or alter the provisions, or waive any payment, with respect to the redemption
of the Securities;




     (2) change the currency in which any Security of any premium or the interest (including
any Special Interest) is payable or make the principal of, premium, if any, or interest
(including any Special Interest) on any Security payable in money other than that stated in
the Security;




     (3) reduce the percentage in outstanding aggregate principal amount of Securities the
Holders of which must (A) consent to an amendment, supplement or waiver, or (B) consent to
take any other action under this Indenture, any Guarantee or the Securities;




     (4) impair the right to institute suit for the enforcement of any payment on or with
respect to the Securities;




     (5) waive a default in the payment of the principal of, premium, if any, or interest
(including any Special Interest) on any Security, or with respect to redemption of or an
offer to purchase any Security;




     (6) amend, change or modify the obligations of the Company to make and consummate the
required offers with respect to any Asset Sale Offer or Change of Control Offer or modify
any of the provisions or definitions with respect to Asset Sale Offers or Change of Control
Offers;




     (7) reduce the rate of or change the time for payment of interest on any Security;




     (8) amend, change or modify the Indenture in any manner that affects the priority of
payment and ranking of the Securities in any manner adverse to the Holders of the
Securities;




     (9) release any Guarantor from any of its obligations under its Guarantee or this
Indenture other than in compliance with the terms of this Indenture, including Section
11.07;




     (10) release all or substantially all of the Collateral from the Liens of the Security
Documents otherwise than in accordance with the terms of this Indenture or the Security
Documents; or




     (11) amend, change or modify this Section 9.02 or Section 6.04.



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SECTION 9.03 Compliance with Trust Indenture Act.




     Every amendment of or supplement to this Indenture, any Guarantee or the Securities shall
comply with the TIA as then in effect.



SECTION 9.04 Revocation and Effect of Consents.




     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by such Holder and every subsequent Holder of that Security or portion of that
Security that evidences the same debt as the consenting Holder’s Security, even if notation of the
consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security (but not in amounts less than the minimum
denominations in which a Security may be issued) prior to such amendment, supplement or waiver
becoming effective. Such revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes effective. Notwithstanding
the above, nothing in this paragraph shall impair the right of any Holder under § 316(b) of the
TIA.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or waiver. If a record
date is fixed, then notwithstanding the second and third sentences of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or to
revoke any consent previously given, whether or not such Persons continue to be Holders after such
record date. Such consent shall be effective only for actions taken within 90 days after such
record date.



     After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless
it makes a change described in any of clauses (1) through (10) of Section 9.02(f); if it
makes such a change, the amendment, supplement or waiver shall bind every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.



SECTION 9.05 Notation on or Exchange of Securities.




     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Security authenticated after such amendment, supplement or waiver becomes effective. If an
amendment, supplement or waiver changes the terms of a Security, the Trustee may (or, in accordance
with the specific request of the Company shall, at Company’s expense) request the Holder of the
Security to deliver it to the Trustee. The Trustee shall (in accordance with the specific
direction of the Company) place an appropriate notation on the Security about the changed terms and
return it to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company, in exchange for all the Securities, shall issue and the Trustee shall authenticate new
Securities that reflect the amendment, supplement or waiver.



     Failure to make the appropriate notation or issue a new Security shall not affect the validity
and effect of such amendment, supplement or waiver.



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SECTION 9.06 Trustee and Company to Sign Amendments, etc.




     The Trustee or Collateral Agent shall sign any amendment, supplement or waiver authorized
pursuant to this Article 9 if the amendment, supplement or waiver does not adversely affect
the rights, duties, liabilities or immunities of the Trustee or Collateral Agent. The Trustee or
Collateral Agent may, but shall not be obligated to, execute any such amendment, supplement or
waiver which adversely affects the Trustee’s or Collateral Agent’s rights, duties or immunities
under this Indenture, the Security Documents or otherwise. The Company and any Guarantor may not
sign an amendment or supplemental Indenture until their respective Boards of Directors approves it.
In signing or refusing to sign such amendment, supplement or waiver, the Trustee or Collateral
Agent shall be entitled to receive, and shall be fully protected in relying upon, in addition to
the documents required by Section 10, an Officers’ Certificate and an Opinion of Counsel
stating that the execution of any amendment, supplement or waiver is authorized or permitted by
this Indenture, that it is not inconsistent herewith , that it will be valid and binding upon the
Company in accordance with its terms and that all conditions precedent are satisfied. In signing
any amendment, supplement or waiver, the Trustee or Collateral Agent shall be entitled to receive
an indemnity reasonably satisfactory to it.



ARTICLE 10

MISCELLANEOUS




SECTION 10.01 Trust Indenture Act Controls; Application of Danish Law.




     (a) This Indenture is subject to the provisions of the TIA that are required to be a part of
this Indenture, and shall, to the extent applicable, be governed by such provisions. If any
provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision
shall be deemed to apply to this Indenture, as so modified. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may
be.



     (b) Notwithstanding anything in the Indenture to the contrary, in relation to Interface Global
Company APS, a corporation dually incorporated under the laws of the Kingdom of Denmark and the
state of Delaware, (“Interface Global Company”), all obligations of Interface Global Company under
this Indenture shall be limited if and to the extent required to comply with Danish statutory
provisions on unlawful financial assistance, Sections 49(1) and (2) and Sections 50(1) and (2) of
the Danish Act on Private Limited Companies (Anpartsselskabsloven), and accordingly shall not be
construed as an indemnity for, guarantee of, or security for any of the obligations of Interface
Global Company’s direct parent corporation, Interface Overseas Holdings, Inc. (“Overseas
Holdings”), which is also a Guarantor hereunder, so long as Overseas Holdings remains a
Non-Qualifying Parent Company of Guaranteeing Subsidiary. A “Non-Qualifying Parent Company” shall
mean a company that is a direct parent company of an entity organized under the laws of Denmark,
which direct parent is not organized under the laws of any of the member states of the European
Union or the European Economic Area but is an entity to which the First Council Directive
60/151/EEC of March 9, 1968 is attributable.



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SECTION 10.02 Notices.




     Any notice or communication shall be sufficiently given if in writing and delivered in Person
or mailed by first class mail (postage prepaid, registered or certified, return receipt requested),
telecopier (promptly confirmed in writing) or overnight air courier guaranteeing next day delivery,
addressed as follows:



          If to the Company or any Guarantor to:



Interface, Inc.

2859 Paces Ferry Road

Suite 2000

Atlanta, GA 30339

Attn: General Counsel




          With a copy to:



Kilpatrick Stockton LLP

1100 Peachtree Street

Suite 2800

Atlanta, GA 30309

Attn: W. Randy Eaddy




          If to the Trustee to:



U.S. Bank National Association

1349 W. Peachtree Street, NW

Suite 1050

Two Midtown Plaza

Atlanta, GA 30309

Attn: Paul Henderson




     The Company, any Guarantor or the Trustee by notice to the other parties may designate
additional or different addresses for subsequent notices or communications.



     All notices and communications (other than those sent to Holders, which shall be given in the
manner provided below) shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.



     Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in TIA §313(c), to the extent required by the TIA. Failure to
mail a



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notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.



     If a notice or communication is mailed to a Holder in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.



     If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.



SECTION 10.03 Communication by Holders with Other Holders.




     Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Securities. The obligors, the Trustee, the Registrar and any
other Person shall have the protection of TIA § 312(c).



SECTION 10.04 Certificate and Opinion as to Conditions Precedent.




     Upon any request or application by the Company or any Guarantor to the Trustee to take any
action under this Indenture, such obligor shall furnish to the Trustee:




     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 10.05 hereof
stating that, in the opinion of the signers, all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been complied with);




     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 10.05 hereof stating that,
in the opinion of such counsel, all such conditions precedent have been complied with); and




     (3) where applicable, a certificate or opinion by a nationally recognized independent
certified public accountant reasonably satisfactory to the Trustee that complies with TIA §
314(c).



SECTION 10.05 Statements Required in Certificate or Opinion.




     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:




     (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinions contained in such certificate or opinion are based;



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     (3) a statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an opinion as to whether or not such
covenant or condition has been complied with; and




     (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with and that the action is permitted or authorized by this
Indenture; provided, however, that with respect to matters of fact, an Opinion of Counsel
may rely on an Officers’ Certificate or certificates of public officials.



SECTION 10.06 Rules by Trustee, Paying Agent, Registrar.




     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Paying
Agent or Registrar may make reasonable rules for its functions.



SECTION 10.07 Governing Law.




     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE,
THE SECURITY DOCUMENTS, THE INTERCREDITOR AGREEMENT, THE GUARANTEES AND THE SECURITIES 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 10.08 No Interpretation of Other Agreements.




     This Indenture may not be used to interpret another indenture or loan or debt agreement of the
Company, any Guarantor or any of its Subsidiaries. Any such indenture or loan or debt agreement
may not be used to interpret this Indenture. All agreements of each Guarantor in this Indenture
shall bind its successors, except as otherwise provided in Article 11.



SECTION 10.09 No Recourse Against Others.




     A director, officer, employee, stockholder or Affiliate, as such, of the Company or any
Guarantor shall not have any liability for any obligations of the Company under the Securities or
this Indenture, or for any obligations of a Guarantor under any Guarantee, or for any claim based
on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Securities. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.



SECTION 10.10 Successors.




     All agreements of the Company and any Guarantor in this Indenture and the Securities and the
Guarantees shall bind its successors except as otherwise provided herein. All agreements of the
Trustee in this Indenture shall bind its successors.



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SECTION 10.11 Duplicate Originals.




     The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all such executed copies together represent the same agreement.



SECTION 10.12 Severability.




     In case any provision in this Indenture, any Guarantee or the Securities 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 a Holder shall have no claim therefor
against any party hereto.



SECTION 10.13 Table of Contents, Headings, Etc.




     The Table of Contents, the Reconciliation and tie and the headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.



SECTION 10.14 Benefits of Indenture.




     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.



SECTION 10.15 Intercreditor Agreement.




     The Security Documents, the Trustee, the Collateral Agent and the Holders are subject to and
bound by the terms of the Intercreditor Agreement and, to the extent of a conflict, the
Intercreditor Agreement controls.



ARTICLE 11

GUARANTEE OF SECURITIES




SECTION 11.01 Guarantee.




     Subject to the provisions of this Article 11, each Guarantor hereby jointly and
severally unconditionally guarantees to each Holder of a Security authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Securities or the obligations of the Company or any other
Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of,
premium, if any, and
interest (including any Special Interest) on the Securities will be duly and punctually paid
in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal (to the extent permitted by law), and all payment and other obligations of
the Company or the Guarantors to the Holders or the Trustee or its agents hereunder or thereunder
(including fees, expenses or other) will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal
of any Securities, the same will be promptly paid in full when due or performed in accordance with
the terms of the



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extension or renewal, whether at Stated Maturity, by acceleration, redemption or
otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed,
for whatever reason, the Guarantors shall be jointly and severally obligated to pay, or to perform
or cause the performance of, the same immediately. An Event of Default under this Indenture or the
Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders
of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to
the same extent as the obligations of the Company. Each Guarantor agrees that this is a guarantee
of payment and not a guarantee of collection.



     Each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, any release of any other Guarantor,
the recovery of any judgment against the Company, any action to enforce the same, whether or not a
Guarantee is affixed to any particular Security, or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby
waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Company or of any other Guarantor, any right to
require a proceeding first against the Company or of any other Guarantor, protest, notice and all
demands whatsoever and covenants that its Guarantee shall not be discharged except by complete
performance of the obligations contained in the Securities, this Indenture and this Guarantee.



     If any Holder or the Trustee is required by any court or otherwise to return to the Company or
to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in
relation to the Company or any Guarantor, any amount paid by the Company or Guarantor, to the
Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and
the Holders of Securities and the Trustee, on the other hand, subject to this Article 11,
(a) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article
6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b)
in the event of any acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee.



     This Guarantee shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Company for liquidation or reorganization, should the Company
become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee
be
appointed for all or any significant part of the Company’s assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Securities are, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on the Securities,
whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part thereof, is
rescinded,



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reduced, restored or returned, the Securities shall, to the fullest extent permitted by
law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.



SECTION 11.02 Limitation on Guarantor Liability; Contribution.




     Each Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is
the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant
under such laws, and after giving effect to any collections from, rights to receive contributions
from or payments made by or on behalf of any other Guarantor in respect of the obligations of such
other Guarantor under this Article 11, result in the obligations of such Guarantor under
its Guarantee not constituting a fraudulent transfer or conveyance.



     To the extent necessary to effect the foregoing, the Guarantee of each Guarantor is limited to
an amount that would not render such Guarantor insolvent. The Guarantee of any Guarantor, and this
Section 11.02 as applicable to any Guarantor, may be modified, without the consent of the
Holders, to reflect such further fraudulent conveyance savings provisions, net worth or maximum
amount limitations as to recourse or similar provisions as are set forth in, and after giving
effect to, any guarantee of such Guarantor issued under the Credit Agreement and shall be required
to be modified in the same manner as such guarantee under the Credit Agreement is amended or
modified; provided that no such amendment or modification to thereafter conform to the Credit
Agreement shall be in a manner which is adverse to the Holders in any respect. No modification or
amendment referred to in the preceding sentence shall be permitted if it would disadvantage the
Holders relative to the holders of the obligations of such Guarantor under the Credit Agreement
other than by any Permitted Liens. Any amendment or modification pursuant to this Section
11.02 shall comply with the provisions of Article 9.



     The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long
as the exercise of such right does not impair the rights of the Trustee or the Holders under this
Guarantee.



SECTION 11.03 No Personal Liability of Certain Persons.




     No stockholder, officer, director, employee or incorporator, past, present or future, of any
Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or
its status as such stockholder, officer, director, employer or incorporator.



SECTION 11.04 Execution and Delivery of Guarantee.




     To further evidence the Guarantee set forth in Section 11.01, each Guarantor hereby
agrees that a notation of such Guarantee, substantially in the form included in Exhibit D
hereto, shall be endorsed on each Security authenticated and delivered by the Trustee after such
Guarantee is



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executed by the Guarantor by either manual or facsimile signature of an Officer of
each Guarantor (who also may be an Officer of the Company or one or more other Guarantors). The
validity and enforceability of any Guarantee shall not be affected by the fact that it is not
affixed to any particular Security.



     Each of the Guarantors hereby agrees that its Guarantee set forth in Section 11.01
shall remain in full force and effect notwithstanding any failure to endorse on each Security a
notation of such Guarantee.



     If an Officer of a Guarantor whose signature is on this Indenture or a Security or Guarantee
no longer holds that office at the time the Trustee authenticates such Security or at any time
thereafter, such Guarantor’s Guarantee of such Security shall be valid nevertheless.



     The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.



SECTION 11.05 Additional Guarantors.




     (a) Any Person may become a Guarantor by executing and delivering to the Trustee (1) a
supplemental indenture evidencing such Guarantor’s Guarantee in form and substance reasonably
satisfactory to the Trustee, which subjects such Person to the provisions of this Indenture as a
Guarantor, and (2) an Opinion of Counsel to the effect that such supplemental indenture has been
duly authorized and executed by such Person and constitutes the legal, valid, binding and
enforceable obligation of such Person (subject to such customary exceptions concerning fraudulent
conveyance laws, creditors’ rights and equitable principles as may be acceptable to the Trustee in
its discretion).



     (b) If the Company or any of its Subsidiaries acquires or forms a Material U.S. Subsidiary
(other than a Securitization Entity) or if any Subsidiary of the Company shall become a Material
U.S. Subsidiary (other than a Securitization Entity), the Company will cause any such Subsidiary to
(1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably
satisfactory to the Trustee pursuant to which such Subsidiary shall guarantee all of the
obligations of the Company with respect to the Securities issued under this Indenture on a senior
joint and several basis in substantially the same manner and to the same extent set forth in this
Article 11, and (2) deliver to such Trustee an Opinion of Counsel reasonably satisfactory
to such Trustee to the effect that a supplemental indenture has been duly executed and delivered by
such Subsidiary and
such Subsidiary is in compliance with the terms of the Indenture; provided, however, this
requirement shall not apply to any Securitization Entity.



SECTION 11.06 Guarantors May Consolidate, Etc. on Certain Terms.




     (a) No Guarantor may merge or consolidate with or into (whether or not such Guarantor is the
Surviving Entity), sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets, as an entirety, to any Person or Persons, other
than the Company or another Guarantor, unless: (1) immediately after giving effect to that
transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the
property in any such



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sale or disposition or the Person formed by or surviving any such
consolidation or merger assumes all the obligations of that Guarantor under this Indenture, its
Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory
to the Trustee, or (B) the Guarantor is released pursuant to Section 11.07 and such sale or
other disposition complies with Section 4.12 of this Indenture, including the application
of any Excess Proceeds therefrom,



     (b) In case of any such consolidation, merger, sale or conveyance, if the Surviving Entity is
not an existing Guarantor, the Surviving Entity shall succeed to and be substituted for the
Guarantor with the same effect as if it had been named herein as a Guarantor and such Surviving
Entity shall, unless released pursuant to Section 11.07, execute and deliver a supplemental
indenture to the Trustee evidencing such Surviving Entity’s Guarantee. Any Guarantee signed or
delivered by the Surviving Entity shall in all respects have the same legal rank and benefit under
the Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Guarantees had been issued at the date of the execution
hereof.



     (c) Except as set forth in Article 4 and Article 5 of this Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of a Guarantor with or into the Company or
another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an
entirety or substantially as an entirety to the Company or another Guarantor.



SECTION 11.07 Release of a Guarantor.




     (a) A Guarantor shall be deemed automatically and unconditionally released and discharged from
all obligations under this Article 11 and all of its obligations under any Security
Document to which it is a party without any further action required on the part of the Trustee or
any Holder:




     (1) Upon the sale or disposition of all of the Capital Stock of such Guarantor by the
Company or a Subsidiary of the Company, or upon the consolidation or merger of a Guarantor
with or into any Person (in each case, other than to, with or into, as the case may be, the
Company or an Affiliate of the Company); provided, however, that each such Guarantor is sold
or disposed of in a transaction which does not violate Section 4.12 and Section
11.06 hereof;




     (2) If the Company designates any Subsidiary that is a Guarantor as an Unrestricted
Subsidiary in accordance with the terms of this Indenture;




     (3) If there is a legal defeasance of the Securities under Section 8.01 of
this Indenture;




     (4) Upon the sale or disposition of such Guarantor pursuant to, or in lieu of, the
exercise by the lenders under Credit Agreement or by on or more holders of other secured
Indebtedness of rights and remedies in respect of the Capital Stock of such Guarantor
pledged or assigned to such lender or lenders or so such holder or holders to secure such
Indebtedness; or



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     (5) Upon any other sale or disposition of such Guarantor, the proceeds of which
(following any permitted temporary use to reduce borrowings under revolving credit
facilities) are used to permanently repay amounts available for borrowing under the Credit
Agreement or other secured Indebtedness secured by such Capital Stock.



     (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor
(and, to the extent applicable, the release of all Liens on the Collateral of a Guarantor granted
pursuant to the Security Documents) upon receipt of a request of the Company accompanied by an
Officers’ Certificate certifying as to the compliance with this Section 11.07. Any
Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be
liable under its Guarantee as provided in this Article 11.



     (c) The Trustee shall execute any documents reasonably requested by the Company or a Guarantor
in order to evidence (i) the release of such Guarantor from its obligations under its Guarantee
endorsed on the Securities and under this Article 11, and (ii) the release of all Liens on
the Collateral of such Guarantor granted pursuant to the Security Documents to which it is a party.



SECTION 11.08 Waiver of Subrogation.




     Each Guarantor hereby irrevocably waives any claim or other rights which it may now or
hereafter acquire against the Company that arise from the existence, payment, performance or
enforcement of such Guarantor’s obligations under this Guarantee and this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any
right to participate in any claim or remedy of any Holder of Securities against the Company,
whether or not such claim, remedy or right arises in equity, or under contract, statute or common
law, including, without limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner, payment or security on
account of such claim or other rights. If any amount shall be paid to any Guarantor in violation
of the preceding sentence and the Securities shall not have been paid in full, such amount shall
have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders of the Securities, and shall be paid to the Trustee for the benefit of such
Holders to be credited and applied upon the Securities, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and
indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set forth in this
Section 11.08 is knowingly made in contemplation of such benefits.



     This Section 11.08 as applicable to any particular Guarantor may be amended or
modified, without the consent of the Holders, in a manner to be consistent with the terms of any
waiver of subrogation language set forth in any guarantee of such Guarantor issued under the Credit
Agreement or other guarantee of such Guarantor and shall be required to be modified in the same
manner as such guarantee under the Credit Agreement is amended or modified; provided that no such
amendment or modification to thereafter conform to the Credit Agreement or other guarantee of such
Guarantor shall be in a manner which is adverse to the Holders in any respect. No modification or
amendment referred to in the preceding sentence shall be permitted if it would disadvantage the
Holders relative to the lenders under the Credit Agreement or to the holders of other obligations
of the Guarantor or other guarantee of such Guarantor other than by operation of



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the subordination
provisions of this Article 11 and any Permitted Liens. Any amendment or modification to
this Section 11.08 shall comply with the provisions of Article 9.



SECTION 11.09 No Impairment of Right to Payment.




     Nothing contained in this Article 11 (other than a release pursuant to Section
11.07) or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair,
as among each Guarantor and its creditors other than the Holders of the Securities, the obligation
of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect
of its obligations under this Guarantee as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against such Guarantor of the
Holders of the Securities and creditors of such Guarantor; or (c) prevent the Trustee or the Holder
of any Security from exercising all remedies otherwise permitted by applicable law upon Default or
an Event of Default under this Indenture.



     The failure by any Guarantor to make a payment in respect of its obligations under this
Guarantee by reason of any provision of this Article 11 shall not be construed as
preventing the occurrence of a Default or an Event of Default hereunder.


SECTION 11.10 Reliance on Judicial Order or Certificate of Liquidating Agent Regarding Dissolution,
etc., of Guarantors.




     Upon any payment or distribution of assets of any Guarantor referred to in this Article
11, the Trustee, subject to the provisions of Section 7.01, and the Holders shall be
entitled to rely upon any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or
similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the Persons entitled to participate in such payment or distribution, the holders of
other Indebtedness of such Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 11.


SECTION 11.11 Rights of Trustee as a Holder of Guarantor Indebtedness; Preservation of Trustee’s
Rights.




     The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article 11 with respect to any Securities of any Guarantor which may at any time be held by
the Trustee, to the same extent as any other holder of such Securities, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article 11 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.08.



SECTION 11.12 Applicable to Paying Agents.




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article 11 shall
in such



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case (unless the context otherwise requires) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article 11 in addition to or in place of the Trustee; provided, however,
that Section 11.11 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.



SECTION 11.13 No Suspension of Remedies.




     Nothing contained in this Article 11 shall limit the right of the Trustee or the
Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to
Article 6 or to pursue any rights or remedies hereunder or under applicable law.



ARTICLE 12

SECURITY




SECTION 12.01 Security Documents; Additional Collateral.




     (a) In order to secure the due and punctual payment of the Securities, the Company, the
Guarantors (other than Interface Global Company), the Collateral Agent and the other parties
thereto have simultaneously with the execution of this Indenture entered or, in accordance with the
provisions of Section 4.21, this Article 12 and the provisions of the Security
Agreement, will enter into the Security Documents.



     (b) The Company shall, and shall cause each Guarantor (other than Interface Global Company)
to, and each Guarantor (other than Interface Global Company) shall, make all filings (including
filings of continuation statements and amendments to financing statements that may be necessary to
continue the effectiveness of such financing statements) and take all other actions as are
necessary or required by the Security Documents to maintain (at the sole cost and expense of the
Company and its Subsidiaries) the security interest created by the Security Documents in the
Collateral (other than with respect to any Collateral the security interest in which is not
required to
be perfected under the Security Documents) as a perfected second priority security interest
subject only to Permitted Liens.



     (c) With respect to assets acquired after the Issue Date (or assets that cease to be Excluded
Assets (as defined in the Security Agreement)), the Company or applicable Guarantor party thereto
will take the actions required by the Security Agreement.



SECTION 12.02 Recording, Registration and Opinions.




     The Company and the Guarantors shall furnish to the Trustee and the Collateral Agent at least
thirty (30) days prior to the anniversary of the Issue Date in each year an Opinion of Counsel,
dated as of such date, either (1) (A) stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, rerecording, and refiling of this Indenture or
the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the
applicable Security Documents securing the Securities under applicable law to the extent required
by Intercreditor Agreement and the Security Documents other than any action as described therein to
be taken and



107









 







such opinion may refer to prior Opinions of Counsel and contain customary
qualifications and exceptions and may rely on an Officers’ Certificate of the Company, and (B)
stating that on the date of such Opinion of Counsel, all financing statements, financing statement
amendments and continuation statements have been or will be executed and filed that are necessary,
as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the
perfection (to the extent required by the Intercreditor Agreement and Security Documents) of the
security interests of the Collateral Agent securing the Securities thereunder and under the
Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary
qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a
required filing of a continuation statement or other instrument within such 12 month period and
such continuation statement or amendment is not effective if filed at the time of the opinion, such
opinion may so state and in that case the Company and the Guarantors shall cause a continuation
statement or amendment to be timely filed so as to maintain such Liens and security interests
securing Obligations or (2) stating that, in the opinion of such counsel, no such action is
necessary to maintain such Liens or security interests.



SECTION 12.03 Releases of Liens on Collateral.




     The Liens securing the Securities will automatically and without the need for any further
action by any Person be released:



     (a) in whole or in part, as applicable, as to all or any portion of property subject to such
Liens which has been taken by eminent domain, condemnation or other similar circumstances;



     (b) in whole upon (1) satisfaction and discharge of this Indenture under Section 8.01 hereof;
or (2) a legal defeasance or covenant defeasance of this Indenture under Article 8 hereof;



     (c) in part, as to any property that (1) is sold, transferred or otherwise disposed of by the
Company or any Guarantor (other than to the Company or another Guarantor) in a transaction not
prohibited by this Indenture at the time of such transfer or disposition or (2) is owned or at any
time
acquired by a Guarantor that has been released from its Guarantee, concurrently with the
release of such Guarantee;



     (d) in whole or in part, in accordance with the applicable provisions of the Intercreditor
Agreement;



     (e) as to Assets that constitutes all or substantially all of the Collateral, with the consent
of each Holder of the Securities then Outstanding; and



     (f) as to Assets that constitute less than all or substantially all of the Collateral, with
the consent of Holders of at least 66 2/3% of the aggregate principal amount of Securities then
Outstanding.



108









 





SECTION 12.04 Form and Sufficiency of Release.




     In the event that any Lien is to be released pursuant to Section 12.03, and the
Company or such Guarantor requests the Collateral Agent to furnish a written disclaimer, release or
quitclaim of any interest in such property under the Security Documents, upon receipt of an
Officers’ Certificate and an Opinion of Counsel (the latter of which, to the extent consistent with
applicable provisions of the TIA, shall only be required if the Fair Market Value of the property
that is the subject of the Lien to be released exceeds $10,000,000 and shall be deliverable by the
Company, unless the Company elects otherwise) to the effect that such release complies with
Section 12.03 and specifying the provision in Section 12.03 pursuant to which such
release is being made (upon which the Trustee and Collateral Agent may exclusively and conclusively
rely), the Collateral Agent shall execute, acknowledge and deliver to the Company or such Guarantor
such an instrument in the form provided by the Company and reasonably satisfactory to the
Collateral Agent, and providing for release without recourse and shall take such other action as
the Company or such Guarantor may reasonably request and as necessary to effect such release.



SECTION 12.05 Possession and Use of Collateral.




     Subject to the provisions of the Security Documents, the Company and the Guarantors shall have
the right to remain in possession and retain exclusive control of and to exercise all rights with
respect to the Collateral (other than as set forth in the Security Documents and this Indenture),
to operate, manage, develop, lease, use, consume and enjoy the Collateral (other than as set forth
in the Security Documents and this Indenture), to alter or repair any Collateral so long as such
alterations and repairs do not impair the Lien of the Security Documents thereon, and to collect,
receive, use, invest and dispose of the reversions, remainders, interest, rents, lease payments,
issues, profits, revenues, proceeds and other income thereof.



SECTION 12.06 Purchaser Protected.




     No purchaser or grantee of any property or rights purporting to be released shall be bound to
ascertain the authority of the Collateral Agent to execute the release or to inquire as to the
existence
of any conditions herein prescribed for the exercise of such authority so long as the
conditions set forth in Section 12.04 have been satisfied.


SECTION 12.07 Authorization of Actions to Be Taken by the Collateral Agent Under the Security
Documents.




     The Holders of Securities agree that the Collateral Agent shall be entitled to the rights,
privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by
the Security Documents. Furthermore, each Holder of a Security, by accepting such Note, agrees,
acknowledges and consents to the terms (including, but not limited to, waivers, representations and
covenants) of and authorizes and directs the Trustee (in each of its capacities) and the Collateral
Agent to enter into and perform the Security Documents in each of its capacities thereunder.



109









 





SECTION 12.08 Authorization of Receipt of Funds by the Trustee Under the Security Agreement.




     The Trustee is authorized to receive any funds for the benefit of Holders distributed under
the Security Documents to the Trustee, to apply such funds as provided in Section 6.10.



SECTION 12.09 Powers Exercisable by Receiver or Collateral Agent.




     In case the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article 12 upon the Company or any Guarantor, as
applicable, with respect to the release, sale or other disposition of such property may be
exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall
be deemed the equivalent of any similar instrument of the Company or any Guarantor, as applicable,
or of any officer or officers thereof required by the provisions of this Article 12.



110









 





     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as an
instrument under seal, all as of the day and year first above written.



	 	 	 	 	 
	 	 	INTERFACE, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Patrick C. Lynch
	 

	 	 	 	 
	 

	 	 	 	Patrick C. Lynch
	 

	 	 	 	Senior Vice President and Chief Financial Officer
	 
	 	 	 	 
	INTERFACEFLOR, LLC

	 	 	 	RE:SOURCE AMERICAS ENTERPRISES, INC.
	BENTLEY PRINCE STREET, INC.

	 	 	 	RE:SOURCE MINNESOTA, INC.
	BENTLEY MILLS, INC.

	 	 	 	RE:SOURCE NORTH CAROLINA, INC.
	COMMERCIAL FLOORING SYSTEMS, INC.

	 	 	 	RE:SOURCE NEW YORK, INC.
	FLOORING CONSULTANTS, INC.

	 	 	 	RE:SOURCE OREGON, INC.
	INTERFACE AMERICAS, INC.

	 	 	 	RE:SOURCE SOUTHERN CALIFORNIA, INC.
	INTERFACE ARCHITECTURAL

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

	 	 	 	SOUTHERN CONTRACT SYSTEMS, INC.
	INTERFACE OVERSEAS HOLDINGS, INC.

	 	 	 	SUPERIOR/REISER FLOORING
RESOURCES, INC.
	FLOR, INC.

	 	 	 	 
	QUAKER CITY INTERNATIONAL, INC.
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Patrick C. Lynch
	 

	 	 	 	 
	 

	 	 	 	Patrick C. Lynch
	 

	 	 	 	Senior Vice President
	 
	 	 	 	 
	 	 	INTERFACE GLOBAL COMPANY APS
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel T. Hendrix
	 

	 	 	 	 
	 

	 	 	 	Daniel T. Hendrix
	 

	 	 	 	Senior Vice President and Director
	 
	 	 	 	 
	 	 	INTERFACESERVICES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Keith E. Wright
	 

	 	 	 	 
	 

	 	 	 	Keith E. Wright
	 

	 	 	 	Treasurer






 









 






	 	 	 	 	 
	 	INTERFACE REAL ESTATE HOLDINGS, LLC,

 	 
	 	By:  	BENTLEY PRINCE STREET, INC., its sole member
 	 
	 	 	 
	 	By:  	                                            /s/ Patrick C. Lynch
 	 
	 	 	Patrick C. Lynch     	 
	 	 	Senior Vice President 	 
	 
	 	INTERFACE AMERICAS HOLDINGS, LLC,

 	 
	 	By:  	INTERFACE, INC., its manager
 	 
	 	 	 
	 	By:  	                                            /s/ Patrick C. Lynch
 	 
	 	 	Patrick C. Lynch     	 
	 	 	Senior Vice President 	 
	 
	 	INTERFACE AMERICAS RE:SOURCE TECHNOLOGIES, LLC,

 	 
	 	By:  	INTERFACEFLOR, LLC, its sole member
 	 
	 	 	 
	 	By:  	                                            /s/ Patrick C. Lynch
 	 
	 	 	Patrick C. Lynch     	 
	 	 	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 
	By:

	 	/s/ Paul L. Henderson	 	 
	 

	 	 

Paul L. Henderson
	 	 
	 

	 	Assistant Vice President	 	 






 









 






EXHIBIT A




			
	 	 	 
	SERIES                     *
	 	CUSIP/CINS






11 3/8% Senior Secured Notes Due 2013




No.                     




INTERFACE, INC.



promises to pay to CEDE & CO. or registered assigns the principal sum of
                                         Dollars on November 1, 2013.



Interest Payment Dates: May 1 and November 1, commencing November 1, 2009.



Record Dates: April 15 and October 15






 




			
	*	 	“A” in the case of the Initial Securities
	 
	*	 	“B” in the case of the initial Exchange Securities




A-1









 









IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate
seal.




	 	 	 	 	 	 	 
	Dated:
                    , ____    	 	INTERFACE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[SEAL]
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Authorized Signature

	 	 	 	 	 	 






A-2









 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Securities referred to in the within-mentioned Indenture.




	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Authorized Officer







A-3











 




11 3/8% Senior Secured Notes due 2013




     THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS
NOTE AND THE GUARANTEES ENDORSED HEREON, AGREES FOR THE BENEFIT OF THE COMPANY THAT NEITHER THIS
NOTE NOR THE GUARANTEES ENDORSED HEREON MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN
(1) TO THE COMPANY, (2) SO LONG AS THIS NOTE AND THE GUARANTEES ENDORSED HEREON ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY
THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY),
(3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
THIS SECURITY), OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE NOTES.



     [PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)) (“REGULATION S”), THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION
S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A
PERSON REASONABLY BELIEVED TO BE A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A (“RULE
144A”) UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND THE
INDENTURE REFERRED TO HEREIN.



     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF
THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.] [To be added to a Regulation S
Temporary Global Security.]



     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED



A-4









 







EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF
THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR DEPOSITARY, OR ANY NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO., OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated. Unless the context expressly otherwise requires, all
references herein to the “Notes” includes any Additional Notes issued under the Indenture.



     (1) Interest. Interface, Inc., a Georgia corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 11.375% per annum from the date hereof until
maturity and shall pay the Special Interest to the extent payable pursuant to Section 2(d) of the
Registration Rights Agreement referred to below. The Company shall pay interest semi-annually on
May 1 and November 1 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further that the first Interest Payment Date shall be November 1, 2009. The Company shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate equal to the then
applicable interest rate on the Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Special Interest (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.



A-5









 





     (2) Method of Payment. The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the close of business on April 15
or October 15 next preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal,
premium, if any, and interest (including any Special Interest) at the office or agency of the
Company maintained for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Special Interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided that payment by wire
transfer of same day funds shall be required with respect to principal, interest, premium, if any,
and interest (including any Special Interest) on all Global Notes. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     (3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee
under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.



     (4) Indenture. The Company issued the Notes under an Indenture dated as of June 5,
2009 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. This Note is an obligation of the Company and is one of
a duly authorized issue of securities of the Company in aggregate principal amount of $150.0
million on the initial Issue Date. Payment on each Note is guaranteed, jointly and severally, by
the Guarantors pursuant to Article 11 of the Indenture. The Indenture pursuant to which
this Note is issued provides that Additional Notes may be issued thereunder, subject to compliance
with the terms of the Indenture.



     (5) Optional Redemption.



          (a) At any time prior to May 1, 2012, the Company may, on one or more occasions, redeem up to
35% of the sum of (i) the aggregate principal amount of Notes issued on the Issue Date (including,
without duplication, any Exchange Notes thereafter issued) and (ii) each initial aggregate
principal amount of any Additional Notes issued prior to such redemption date, at a redemption
price of 111.375% of the principal amount, plus accrued and unpaid interest and Special Interest,
if any, to the date of redemption, with the net cash proceeds of one or more Public Equity
Offerings; provided that




     (1) at least 65% of the sum of (i) the aggregate principal amount of Notes and
(ii) the aggregate principal amount of any Additional Notes
remains outstanding immediately after the occurrence of such redemption (excluding



A-6









 







Notes held by the Company and its Subsidiaries); and




     (2) the redemption occurs within 180 days of the date of the closing of the
last such Public Equity Offering.



          (b) At any time prior to prior to November 1, 2013, the Notes may be redeemed, as a whole or
in part, at the option of the Company, at any time or from time to time, on at least 30 days’ but
not more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of
each Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest
(including any Special Interest), if any, to, the Redemption Date.




          “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of
(i) 1.00% of the principal amount of such Note and (ii) the excess of (a) the present value at such
Redemption Date of the sum of (1) 100% of the principal amount of such Note plus (2) all required
interest payments due on such Note through November 1, 2013 (excluding accrued but unpaid
interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (b)
the principal amount of such Note.




          "Treasury Rate” means, with respect to any Redemption Date, the yield to maturity as of such
redemption date of the United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to the Redemption Date (or, if such statistical
release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from the Redemption Date to November 1, 2013; provided, however, that if the
period from the Redemption Date to November 1, 2013 is less than one year, the weekly average yield
on actually traded United States Treasury securities adjusted to a constant maturity of one year
shall be used.




     (6) Repurchase at Option of Holder.



          (a) If a Change of Control occurs, the Company is obligated to offer to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of a Holder’s Notes and Additional Notes, if
any, pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change
of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the
aggregate principal amount of Notes and Additional Notes, if any, repurchased, plus accrued and
unpaid interest (including Special Interest), if any, thereon, to the date of purchase. Within 30
days following any Change of Control, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering to repurchase Notes
and Additional Notes, if any, on the Change of Control Payment Date specified in such notice, which
date shall be no earlier than 30 days and no later than 45 days from the date such notice is
mailed, pursuant to the procedures required by the Indenture and described in such notice.




          (b) When the Company or a Subsidiary consummates Asset Sales and the aggregate amount of
Excess Proceeds with respect thereto exceeds $15.0 million, the Company



A-7









 






will make an Asset Sale
Offer to all Holders of Notes and Additional Notes, if any, (x) in the case of any Net Cash
Proceeds from Collateral, from the holders of any Pari Passu Junior Lien Obligations containing
similar rights in the event of an Asset Sale or (y) in the case of any other Net Cash Proceeds,
from and all holders of other Indebtedness that is pari passu with the Notes, which contain
provisions similar to those set forth in the Indenture with respect to offers to purchase with the
proceeds of sales of assets (“Tenderable Indebtedness”), to purchase the maximum principal amount
of Notes and Additional Notes, if any, and such other Tenderable Indebtedness, that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will, in the case of
the Notes, be equal to 100% of principal amount plus accrued and unpaid interest (including Special
Interest), if any, to the date of purchase, and will be payable in cash and, in the case of any
other Tenderable Indebtedness incurred after the Issue Date, would be equal to the price specified
in or permitted by such other Tenderable Indebtedness and will be payable as provided therein
(provided that such price shall not exceed 100% of the outstanding principal amount of the
Tenderable Indebtedness being purchased). If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such Excess Proceeds for general corporate purposes. If the
aggregate principal amount of Notes and such other Tenderable Indebtedness tendered into such Asset
Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Additional
Notes, if any, and such other Tenderable Indebtedness to be purchased on a pro rata basis based on
the principal amount of Notes and Additional Notes and such other Tenderable Indebtedness tendered.




     (7) Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents, and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a
period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or during
the period between a record date and the corresponding Interest Payment Date.



     (8) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner
for all purposes.



     (9) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture,
the Security Documents or the Notes may be amended or supplemented with the consent of the Holders
of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if
any, voting as a single class and any existing Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes and Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture or the Notes may be
amended or supplemented to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company in the Indenture and



A-8









 







in the Notes,
to add to the covenants of the Company for the benefit of the holders, or to surrender any right or
power herein conferred upon the Company, to add additional Events of Default, to evidence and
provide for the acceptance of appointment under the Indenture by a successor Trustee, to provide
for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture, to
add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in
accordance with the Indenture, or to cure any ambiguity, to correct or supplement any provision in
the Indenture which may be defective or inconsistent with any other provision in the Indenture, or
to make any other provisions with respect to matters or questions arising under the Indenture,
provided, however that such actions pursuant to this clause shall not adversely affect the
interests of the holders in any material respect, as determined in good faith by the Board of
Directors of the Company.



     (10) Special Interest, Defaults and Remedies.



          (a) Events of Default include: (1) default in the payment of the principal of or premium, if
any, on any of the Notes when the same becomes due and payable (upon Stated Maturity, acceleration,
optional redemption, required purchase, scheduled principal payment or otherwise); or (2) default
in the payment of an installment of interest (including Special Interest, if any) on any of the
Notes, when the same becomes due and payable, which default continues for a period of 30 days; or
(3) failure to perform or observe any other term, covenant or agreement contained in the Notes, the
Indenture or any Guarantee (other than a default specified in clause (1) or (2) above) and such
default continues for a period of 60 days after written notice of such default shall have been
given to the Company by the Trustee or to the Company and the Trustee by holders of at least 25% in
aggregate principal amount of the Notes then outstanding; or (4) default or defaults under one or
more agreements, instruments, mortgages, bonds, debentures or other evidences of Indebtedness under
which the Company or any Significant Subsidiary of the Company then has outstanding Indebtedness in
excess of $20,000,000, individually or in the aggregate, and either (a) such Indebtedness is
already due and payable in full or (b) such default or defaults have resulted in the acceleration
of the maturity of such Indebtedness; or (5) one or more judgments, orders or decrees of any court
or regulatory or administrative agency of competent jurisdiction for the payment of money in excess
of $20,000,000, either individually or in the aggregate, shall be entered against the Company or
any Significant Subsidiary of the Company or any of their respective properties and shall not be
discharged or fully bonded and there shall have been a period of 60 days after the date on which
any period for appeal has expired and during which a stay of enforcement of such judgment, order or
decree shall not be in effect; (6) unless all of the Collateral has been released from the Second
Priority Liens in accordance with the provisions of the Security Documents, default by the Company
or any Significant Subsidiary in the performance of the Security Documents which adversely affects
the enforceability, validity, perfection or priority of the Second Priority Liens on a material
portion of the Collateral granted to the Collateral Agent for the benefit of the Trustee and the
Holders of the Notes, the repudiation or disaffirmation by the Company or any Subsidiary of its
material obligations under the Security Documents or the determination in a judicial proceeding
that the Security Documents are unenforceable or invalid against the Company or any Subsidiary
party
thereto for any reason with respect to a material portion of the Collateral (which default,
repudiation, disaffirmation or determination is not rescinded, stayed,



A-9









 






or waived by the Persons
having such authority pursuant to the Security Documents) or otherwise cured within 60 days after
the Company receives written notice thereof specifying such occurrence from the Trustee or the
Holders of at least 25% of the outstanding principal amount of the Notes and demanding that such
default be remedied; or (7) any Guarantee issued by a Guarantor which is a Significant Subsidiary
of the Company ceases to be in full force and effect or is declared null and void, or any such
Guarantor denies that it has any further liability under any such Guarantee or gives notice to such
effect (other than by reason of the termination of the Indenture or the release of any such
Guarantee in accordance with the Indenture) and such condition shall have continued for a period of
60 days after written notice of such failure (which notice shall specify the Default, demand that
it be remedied and state that it is a “Notice of Default”) requiring such Guarantor and the Company
to remedy the same shall have been given to the Company by the Trustee or to the Company and the
Trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding; or
(8) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any
Significant Subsidiary of the Company shall have occurred.




          (b) Except as provided in the following sentence, if any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding
Notes may declare all the principal, premium, if any, and accrued and unpaid interest (including
Special Interest), if any, of the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company or any of its Subsidiaries, all outstanding Notes shall
become due and payable without further action or notice.




          (c) Holders of the Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
or Event of Default and its consequences under the Indenture except a continuing Default or Event
of Default in the payment of the principal of, premium of, interest (including Special Interest),
if any, or interest on, the Notes (including in connection with an offer to purchase) or in respect
of a covenant or provision under the Indenture which cannot be modified or amended without the
consent of the Holder of each Note outstanding (provided, however, that the holders of a majority
in aggregate principal amount of the outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such acceleration). The
Company is required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or Event of Default to
deliver to the Trustee a statement specifying such Default or Event of Default.




     (11) Trustee Dealings with Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.



A-10









 





     (12) Security Documents and Intercreditor Agreement. The obligations of the Company
and the Guarantors under the Indenture, the Notes and the Guarantees are secured by a Lien on the
Collateral pursuant to the Security Documents. The provisions of the Indenture and the Security
Documents are subject to the Intercreditor Agreement.



     (13) No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of the Company or any of the Guarantors, as such, shall have any liability for any
obligations of the Company or such Guarantor under the Notes, the Guarantees or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive
liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is
against public policy.



     (14) Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     (15) Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



     (16) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Securities and Restricted Physical Securities shall have all the rights set forth
in the Registration Rights Agreement, dated as of June 5, 2009, among the Company, the Guarantors
named therein and the other parties named on the signature pages thereof or, in the case of any
series of Additional Notes, Holders of an applicable series of Restricted Global Securities and
Restricted Physical Securities shall have the rights set forth in one or more registration rights
agreements, if any, between the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of such series of Additional Notes (collectively, the “Registration
Rights Agreement”).



     (17) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon. 



A-11









 





     The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to: 



Interface, Inc.

2859 Paces Ferry Road

Suite 2000

Atlanta, GA 30339

Attention: Chief Financial Officer




A-12









 





SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY




     The initial principal amount of this Global Security is $[___]. The following
exchanges of a part of this Global Security for an interest in another Global Security or for
Securities in certificated form, have been made:



	 	 	 	 	 	 	 	 	 
	 	 	Amount of decrease	 	Amount of Increase	 	Principal amount of	 	Signature or
	 	 	in Principal amount	 	in Principal amount	 	this Global Security	 	authorized signatory
	 	 	of this Global	 	of this Global	 	following such	 	of Trustee or Note
	Date of Exchange	 	Security	 	Security	 	decrease or increase	 	Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





A-13









 






ASSIGNMENT FORM




          To assign this Note, fill in the form below:




          (I) or (we) assign and transfer this Note to




 
(Insert assignee’s social security number or tax I.D. number)




 





 





 





 
(Print or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 
	to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
	 
	 	 
	 
	 	 
	 





Date:                                         




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of
this Note)





Signature Guarantee.




A-14









 








OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant to Section
4.11 or Section 4.12 of the Indenture, check the box below:


o Section 4.11                    o Section 4.12




          If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.11 or Section 4.12 of the Indenture, state the amount you elect to have
purchased: $                    




	 	 	 	 	 
	Date:                                         

	 	Your Signature:	 	 
	 

	 	 	 	 
	 	 	(Sign exactly as your name appears on the

Tax Identification No:                                        





Signature Guarantee.





A-15









 








EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Interface, Inc.

2859 Paces Ferry Road

Suite 2000

Atlanta, GA 30339




U.S. Bank National Association

1349 W. Peachtree Street, NW

Suite 1050

Two Midtown Plaza

Atlanta, GA 30309

Attn: Paul Henderson




          Re: 11 3/8% Senior Secured Notes due 2013




     Reference is hereby made to the Indenture, dated as of June 5, 2009 (the “Indenture”), between
Interface, Inc., as issuer (the “Company”), and certain Subsidiaries of the Company as Guarantors,
U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.



                               (the “Transferor”) owns and proposes to transfer the Note[s] or interest in
such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s]
or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:




          [CHECK ALL THAT APPLY]





o (1.) Check if Transferee will take delivery of a beneficial interest in the 144A
Global Security or a Restricted Physical Security Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor
hereby further certifies that the beneficial interest or Physical Security is being
transferred to a Person that the Transferor reasonably believed and believes is purchasing
the beneficial interest or Restricted Physical Security for its own account, or for one or
more accounts with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the United States.
Upon consummation of the proposed Transfer in



B-1









 







accordance with the terms of the Indenture,
the transferred beneficial interest or Restricted Physical Security
will be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the 144A Global Security and/or the Restricted Physical Security and in the
Indenture and the Securities Act.




o (2.) Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Security or a Restricted Physical Security pursuant to Regulation S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a Person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such Transferor nor any
Person acting on its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii)
the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act and (iv) if the proposed transfer is being made prior to the expiration
of the Restricted Period, the transfer is not being made to a U.S. Person or for the account
or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Restricted Physical
Security will be subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Security and/or the Restricted Physical Security
and in the Indenture and the Securities Act.




o (3.) Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Security or of an Unrestricted Physical Security.




o (4.) Check if Transfer is pursuant to Rule 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Physical
Security will no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Securities, on Restricted Physical
Securities and in the Indenture.



B-2









 






o (5.) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Physical Security will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Securities, on
Restricted Physical Securities and in the Indenture.



o (6.) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements
of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws
of any State of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Physical Security will not be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Securities or Restricted Physical Securities and in the Indenture.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     Dated:                                         , ___



B-3









 





ANNEX A TO CERTIFICATE OF TRANSFER




     The Transferor owns and proposes to transfer the following:


[CHECK ONE OF (a) OR (b)]




     (a) a beneficial interest in the:



          o 144A Global Security (CUSIP                     ), or




          o Regulation S Global Security (CUSIP                     ); or




          (b)




     o a Restricted Physical Security.


After the Transfer the Transferee will hold a beneficial interest in the: [CHECK ONE]




          o
144A Global Security (CUSIP                     ), or




          o
Regulation S Global Security (CUSIP                     ), or




          o
Unrestricted Global Security (CUSIP                     ); or




     o a Restricted Physical Security; or



     o an Unrestricted Physical Security,


in accordance with the terms of the Indenture.





B-4









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Interface, Inc.

2859 Paces Ferry Road

Suite 2000

Atlanta, GA 30339




U.S. Bank National Association

1349 W. Peachtree Street, NW

Suite 1050

Two Midtown Plaza

Atlanta, GA 30309

Attn: Paul Henderson




          Re: 11 3/8% Senior Secured Notes due 2013




(CUSIP                    )




     Reference is hereby made to the Indenture, dated as of June 5, 2009 (the “Indenture”), between
Interface, Inc., as issuer (the “Company”), certain Subsidiaries of the Company as Guarantors, and
U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.



                               (the “Owner”) owns and proposes to exchange the Note[s] or interest in such
Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests
(the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:




     (1) Exchange of Restricted Physical Securities or Beneficial Interests in a Restricted Global
Security for Unrestricted Physical Securities or Beneficial Interests in an Unrestricted Global
Security




     o (a) Check if Exchange is from beneficial interest in a Restricted Global
Security to beneficial interest in an Unrestricted Global Security. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial
interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in



C-1









 







compliance with the transfer restrictions
applicable to the Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the
“Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being
acquired in compliance with any applicable blue sky securities laws of any state of the
United States.




     o (b) Check if Exchange is from beneficial interest in a Restricted Global
Security to Unrestricted Physical Security. In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Security for an Unrestricted Physical Security,
the Owner hereby certifies (i) the Physical Security is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Securities and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Physical Security is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.




     o (c) Check if Exchange is from Restricted Physical Security to beneficial
interest in an Unrestricted Global Security. In connection with the Owner’s Exchange of a
Restricted Physical Security for a beneficial interest in an Unrestricted Global Security,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Physical Securities and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.




     o (d) Check if Exchange is from Restricted Physical Security to Unrestricted
Physical Security. In connection with the Owner’s Exchange of a Restricted Physical Security
for an Unrestricted Physical Security, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to
Restricted Physical Securities and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Physical Security is being



C-2









 







acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     (2) Exchange of Restricted Physical Securities or Beneficial Interests in Restricted Global
Securities for Restricted Physical Securities or Beneficial Interests in Restricted Global
Securities




     o (a) Check if Exchange is from beneficial interest in a Restricted Global
Security to Restricted Physical Security. In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Security for a Restricted Physical Security with
an equal principal amount, the Owner hereby certifies that the Restricted Physical Security
is being acquired for the Owner’s own account without transfer. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the Restricted Physical
Security issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Physical Security and in the
Indenture and the Securities Act.



     o (b) Check if Exchange is from Restricted Physical Security to beneficial
interest in a Restricted Global Security. In connection with the Exchange of the Owner’s
Restricted Physical Security for a beneficial interest in the [CHECK ONE]                     144A Global
Security,                      Regulation S Global Security with an equal principal amount, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account
without transfer and (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Securities and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest issued will
be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Security and in the Indenture and the Securities
Act.



          This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.




	 	 	 	 	 
	 	[Insert Name of Owner]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


Dated:                     , ____




C-3









 








EXHIBIT D




FORM OF NOTATION OF GUARANTEE





     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of June 5, 2009 (the “Indenture”)
among Interface, Inc., the Guarantors listed on the signature pages thereto and U.S. Bank National
Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of,
premium, if any, interest and Special Interest, if any, on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of
interest on overdue principal, premium, if any, and, to the extent permitted by law, interest
(including Special Interest), if any, and the due and punctual performance of all other obligations
of the Company to the Holders or the Trustee, all in accordance with the terms of the Indenture and
(b) in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the 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.
The validity and enforceability of any Guarantee shall not be affected by the fact that it is not
affixed to any particular Note. The obligations of the Guarantors to the Holders of Notes and to
the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article
11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the
Guarantee and all other provisions of the Indenture to which this Guarantee relates.



     [The Guarantee of Interface Global Company APS will contain the language included in Section
10.01(b) of the Indenture.]



     This Guarantee is subject to release upon the terms set forth in the Indenture.



	 	 	 	 	 
	 	[Name of Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




D-1









 








EXHIBIT E




FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS




          Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among
Subsidiary or Subsidiaries (each a “Guaranteeing Subsidiary”), of Interface, Inc. (or its permitted
successor), a Georgia corporation (the “Company”), the Company, the Guarantors (as defined in the
Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture
referred to below (the “Trustee”).




WITNESSETH





          WHEREAS, the Company and the Guarantors party thereto heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of June 5, 2009 providing for the issuance of 11
3/8% Senior Secured Notes due 2013 (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.




     Each 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:



E-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; and




     (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 so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.



     (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity
or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.



     (c) The following is hereby waived: diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever.



     (d) This Guarantee shall not be discharged except by complete performance of the obligations
contained in the Notes and the Indenture.



     (e) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors, or any custodian, Trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect.



     (f) None of the Guaranteeing Subsidiaries signatory hereto shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.



     (g) As between the Guarantors, including each Guarantor Subsidiary signatory hereto, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the
purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 of the Indenture,



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such obligations (whether or not due and payable) shall forthwith become due and payable by each
Guaranteeing Subsidiary for the purpose of this Guarantee.



     (h) Each Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying
Guarantor (including any other Guaranteeing Subsidiary) so long as the exercise of such right does
not impair the rights of the Holders under the Guarantee.



     (i) Pursuant to Section 11.02 of the Indenture, after giving effect to any maximum
amount and any other contingent and fixed liabilities that are relevant under any applicable
Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from the
Company and any of the other Guarantors, the rights of each Guaranteeing Subsidiary signatory
hereto to receive contribution from or payments made by or on behalf of any other Guarantor
(including any other Guaranteeing Subsidiary) in respect of the obligations of such other Guarantor
under Article 11 of the Indenture shall result in the obligations of each Guaranteeing
Subsidiary under its Guarantee not constituting a fraudulent transfer or conveyance.



     3. Execution and Delivery.



     Each Guaranteeing Subsidiary agrees that the Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Guarantee.



     4. Guarantors May Consolidate, Etc. on Certain Terms.



     (a) No Guarantor may merge or consolidate with or into (whether or not such Guarantor is the
surviving Person), sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets, as an entirety, to any Person or Persons, other
than the Company or another Guarantor, unless:




(1) immediately after giving effect to that transaction, no Default or Event
of Default exists; and




(2) either:




     (A) the Person acquiring the property in any such sale or disposition
or the Person formed by or surviving any such consolidation or merger
assumes all the obligations of that Guarantor under this Indenture, its
Guarantee and the Registration Rights Agreement pursuant to a supplemental
indenture satisfactory to the Trustee, or




     (B) the Guarantor is released pursuant to Section 11.07 and
such sale or other disposition complies with Section 4.12 of the
Indenture, including the application of the Excess Proceeds therefrom.



     (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor corporation, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes and
the due and punctual performance of all of the covenants and conditions of this Indenture to



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be performed by the Guarantor, such successor corporation shall succeed to and be substituted for
the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor
corporation thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all
of the Notes issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal
rank and benefit under the Indenture as the Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Guarantees had been issued at the
date of the execution hereof.



     (c) Except as set forth in Article 4 and Article 5 of the Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.



     5. Release of a Guarantor.



     (a) Upon the sale or disposition of all of the Capital Stock of a Guarantor by the Company or
a Subsidiary of the Company, or upon the consolidation or merger of a Guarantor with or into any
Person (in each case, other than to, with or into, as the case may be, the Company or an Affiliate
of the Company), such Guarantor shall be deemed automatically and unconditionally released and
discharged from all obligations under Article 11 of the Indenture without any further
action required on the part of the Trustee or any Holder; provided, however, that each such
Guarantor is sold or disposed of in a transaction which does not violate Section 4.12 and
Section 11.06 of the Indenture;



     (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor
upon receipt of a request of the Company accompanied by an Officers’ Certificate certifying as to
the compliance with Section 11.06 of the Indenture. Any Guarantor not so released or the
entity surviving such Guarantor, as applicable, will remain or be liable under its Guarantee as
provided in Article 11 of the Indenture.



     (c) The Trustee shall execute any documents reasonably requested by the Company or a Guarantor
in order to evidence the release of such Guarantor from its obligations under its Guarantee
endorsed on the Securities and under Article 11 of the Indenture.



     6. No Recourse Against Others.



     No past, present or future director, officer, employee, incorporator, stockholder or agent of
the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. Such
waiver may not be effective to waive liabilities under the federal securities laws and it is
the view of the SEC that such a waiver is against public policy.



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     7. Governing Law.



     NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT 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.



     8. Counterparts.



     The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.



     9. Effect of Headings.



     The Section headings herein are for convenience only and shall not affect the construction
hereof.



     10. The Trustee.



     The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by each Guarantor signatory thereto and the
Company.




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