EX-43.






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 5th
day of June, 2009, by and among Interface, Inc., a Georgia corporation (the “Company”), its
subsidiaries Bentley Prince Street, Inc., a Delaware corporation; Bentley Mills, Inc., a Nevada
corporation; Commercial Flooring Systems, Inc., a Pennsylvania corporation; Flooring Consultants,
Inc., an Arizona corporation; Interface Americas, Inc., a Georgia corporation; Interface
Architectural Resources, Inc., a Michigan corporation; Interface Overseas Holdings, Inc., a Georgia
corporation; InterfaceFLOR, LLC, a Georgia limited liability company; FLOR, 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 North Carolina, Inc., a North Carolina corporation; Re:Source New York, Inc., a New York
corporation; Re:Source Oregon, Inc., an Oregon corporation; Re:Source Southern California, Inc., a
Georgia 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; Interface Americas Holdings, LLC, a Georgia limited liability company; Interface
Americas Re:Source Technologies, LLC, Georgia limited liability company; Interface Real Estate
Holdings, LLC, a Georgia limited liability company; Interface Global Company ApS, a Delaware
corporation; InterfaceSERVICES, Inc., a Georgia corporation (such subsidiaries collectively, the
“Guarantors”) and Banc of America Securities LLC, Citigroup Global Markets Inc., Wachovia Capital
Markets, LLC and BB&T Capital Markets, a division of Scott & Stringfellow, LLC (the
“Representatives”), as representatives of the several Purchasers (as defined herein) listed in
Schedule I of the Purchase Agreement (as defined herein).



     This Agreement is made pursuant to the Purchase Agreement dated June 1, 2009, among the
Company, the Guarantors and the Representatives (the “Purchase Agreement”), which provides for the
sale by the Company to the Purchasers of 11 3/8% Senior Secured Notes due 2013 (the “Notes”). The
Notes are to be issued by the Company pursuant to the provisions of an Indenture dated June 5, 2009
(as amended, supplemented or otherwise modified from time to time, the “Indenture”) between the
Company, certain subsidiaries of the Company as guarantors and U.S. Bank National Association, as
trustee (the “Trustee”).



     In order to induce the Representatives to enter into the Purchase Agreement, the Company has
agreed to provide to the Purchasers and their direct and indirect transferees the registration
rights with respect to the Notes set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions.



     As used in this Agreement, the following capitalized defined terms shall have the following
meanings:




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



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     “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.




     “Closing Date” shall mean the date on which the Notes are initially issued in connection with
the Exchange Offer.




     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.




     “Exchange Date” shall have the meaning set forth in Section 2(a)(ii).




     “Exchange Notes” shall mean securities issued by the Company under the Indenture
containing terms identical to the Notes (except that (i) interest thereon shall accrue from
the last date on which interest was paid on the Notes or, if no such interest has been paid,
from June 5, 2009 and (ii) the Exchange Notes will not provide for an increase in the rate
of interest and will not contain terms with respect to transfer restrictions) and to be
offered to Holders of Notes in exchange for Notes pursuant to the Exchange Offer.




     “Exchange Offer” shall mean the exchange offer by the Company of Exchange Notes for
Registrable Notes pursuant to Section 2(a) hereof.




     “Exchange Offer Registration” shall mean a registration under the 1933 Act effected
pursuant to Section 2(a) hereof.




     “Exchange Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments
and supplements to such registration statement, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.




     “Guarantees” shall mean, collectively, the several guarantees of the Notes by the
Guarantors.




     “Holder” shall mean each of the persons who acquire any Registrable Notes from time to
time, and each of their successors, assigns and direct and indirect transferees who become
registered owners of Registrable Notes under the Indenture; provided that for purposes of
Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating
Broker-Dealers (as defined in Section 4(a)).




     “Holder Shelf Registration Notice” shall mean written notice from a Holder to the
Company that such Holder (x) is prohibited by applicable law or SEC policy from
participating in the Exchange Offer, (y) may not resell Exchange Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and that the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or available for
such resales by such Holder or (z) is a broker-dealer and holds Registrable Notes acquired
directly from the Company or an “affiliate” of the Company.



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     “Indenture” shall have the meaning set forth in the preamble.




     “Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of outstanding Registrable Notes; provided that, for purposes of Section 6(b),
whenever the consent or approval of Holders of a specified percentage of Registrable Notes
is required hereunder, Registrable Notes held by the Company or any of its affiliates (as
such term is defined in Rule 405 under the 1933 Act) (other than Holders of Registrable
Notes that are deemed to be such affiliates solely by reason of their holding of such
Registrable Notes) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage or amount.




     “Offer Termination Date” shall have the meaning set forth in Section 2(a)(iv).




     “Participating Broker-Dealer” shall have the meaning set forth in Section 4(a) hereof.




     “Person” shall mean an individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.




     “Prospectus” shall mean the prospectus included in a Registration Statement, including
any preliminary prospectus, and any such prospectus as amended or supplemented by any
prospectus supplement, including a prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Notes covered by a Shelf Registration Statement,
and by all other amendments and supplements to such prospectus, and in each case including
all material incorporated by reference therein.




     “Purchase Agreement” shall have the meaning set forth in the preamble.




     “Purchasers” shall mean Banc of America Securities LLC, Citigroup Global Markets Inc.,
Wachovia Capital Markets, LLC and BB&T Capital Markets, a division of Scott and
Stringfellow, LLC.




     “Registrable Notes” shall mean the Notes and the Guarantees; provided, however, that
the Notes and the Guarantees shall cease to be Registrable Notes (i) when a Registration
Statement with respect to such Notes and Guarantees shall have been declared effective under
the 1933 Act and such Notes and Guarantees shall have been disposed of or exchanged pursuant
to such Registration Statement, (ii) upon the expiration of the Exchange Offer period with
respect to any Exchange Offer Registration Statement if all Registrable Notes validly
tendered in connection with such Exchange Offer shall have been exchanged for Exchange
Notes, (iii) when such Notes and the Guarantees have been sold or are eligible for sale to
the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A)
under the 1933 Act and, following such sale, the Notes shall not bear any legend restricting
transfer and shall be freely transferable in the United States without compliance with any
federal prospectus delivery or investor suitability requirement or (iv) when such Notes and
Guarantees shall have ceased to be outstanding; provided, however, that if a Holder Shelf
Registration Notice is delivered to the Company as provided in clause (iii) of Section 2(b),
then Notes



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and Guarantees held by the Holders shall not cease to be Registrable Notes solely by
reason of clause (ii) above.




     “Registration Default” shall have the meaning set forth in Section 2(d) hereof.




     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without limitation: (i) all SEC,
stock exchange or Financial Industry Regulatory Authority, Inc. registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws, (iii) all expenses of any Person in preparing or assisting in
preparing, word processing, printing and distributing, at the request of the Company, any
Registration Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents relating to the
performance of and compliance with this Agreement, (iv) all fees and disbursements relating
to the qualification of the Indenture under applicable securities laws, (v) the fees and
disbursements of the Trustee and its counsel, (vi) the fees and disbursements of counsel for
the Company and, in the case of a Shelf Registration Statement, the fees and disbursements
of one counsel for the Holders incurred on or before the initial effectiveness of the Shelf
Registration Statement, which counsel shall be counsel for the Representatives or other
counsel selected by the Company and not objected to by the Majority Holders (“counsel for
the Holders”) and (vii) the fees and disbursements of the independent public accountants of
the Company, including the expenses of any special audits or “cold comfort” letters required
by or incident to such performance and compliance, but excluding underwriting discounts, if
any, and commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Notes by a Holder.




     “Registration Statement” shall mean any registration statement of the Company that
covers any of the Exchange Notes or Registrable Notes pursuant to the provisions of this
Agreement and all amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.




     “Representatives” shall have the meaning set forth in the preamble.




     “SEC” shall mean the Securities and Exchange Commission.




     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.




     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of the
Registrable Notes on an appropriate form under Rule 415 under the 1933 Act, or any similar
rule that may be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.



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     “Special Interest” shall mean the additional interest payable under the Registrable
Notes upon the occurrence of certain conditions specified in Section 2(d) below.




     “TIA” shall have the meaning set forth in Section 3(1) hereof.




     “Trustee” shall have the meaning set forth in the preamble.



     2. Registration under the 1933 Act.



          (a) To the extent not prohibited by any applicable law or applicable interpretation of the
Staff of the SEC, the Company and the Guarantors shall use their commercially reasonable best
efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the
Company to the Holders to exchange all of the Registrable Notes for Exchange Notes, to have such
Registration Statement remain effective until the closing of the Exchange Offer and to consummate
the Exchange Offer on or prior to the date that is 180 days after the Closing Date. The Company
and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use their commercially reasonable best efforts
to have the Exchange Offer consummated not later than 30 days after such effective date. For
purposes hereof, “consummate” shall mean that the Exchange Offer Registration Statement shall have
been declared effective, subject to Section 2(b), the period of the Exchange Offer provided in
accordance with clause (ii) below shall have expired and all Registrable Notes validly tendered in
connection with such Exchange Offer shall have been exchanged for Exchange Notes. The Company and
the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus
and accompanying documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:





          (i) that the Exchange Offer is being made pursuant to this Registration Rights
Agreement and that all Registrable Notes validly tendered will be accepted for exchange;




          (ii) the dates of acceptance for exchange (which shall be a period of at least 25 days
from the date such notice is mailed) (each such date being an “Exchange Date”);




          (iii) that any Registrable Note not tendered will remain outstanding and continue to
accrue interest, but will not retain any rights under this Agreement (except to the extent
that Holder delivers a Holder Shelf Registration Notice pursuant to Section 2(b) hereof);




          (iv) that Holders electing to have a Registrable Note exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Note, together with the
enclosed letters of transmittal, to the institution and at the address specified in the
notice prior to the close of business on the last Exchange Date (the “Offer Termination
Date”); and




          (v) that Holders will be entitled to withdraw their election, not later than the close
of business on the Offer Termination Date, by sending to the institution



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and at the address specified in the notice a telegram, telex, facsimile transmission or
letter setting forth the name of such Holder, the principal amount of Registrable Notes
delivered for exchange and a statement that such Holder is withdrawing its election to have
such Registrable Notes exchanged.




     As soon as practicable after the Offer Termination Date, the Company shall:




     (A) accept for exchange Registrable Notes or portions thereof tendered and not
validly withdrawn pursuant to the Exchange Offer; and




     (B) deliver, or cause to be delivered, to the Trustee for cancellation all
Registrable Notes or portions thereof so accepted for exchange by the Company and
issue, and cause the Trustee to promptly authenticate and mail to each Holder, an
Exchange Note equal in aggregate principal amount to the aggregate principal amount
of the Registrable Notes surrendered by such Holder.


The Company and the Guarantors shall use their commercially reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act,
the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC.




          (b) In the event that (i) the Company determines that the Exchange Offer Registration provided
for in Section 2(a) above is not available or may not be consummated as soon as practicable after
the Offer Termination Date because it would violate applicable law or the applicable
interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason
consummated within 180 days after the Closing Date or (iii) in the event that at any time prior to
the 20-day anniversary of the consummation of the Exchange Offer, any Holder of Registrable Notes
shall provide a Holder Shelf Registration Notice to the Company, the Company and the Guarantors
shall use their commercially reasonable best efforts to cause to be filed as soon as practicable
after such determination, or date or notice, as the case may be, a Shelf Registration Statement
providing for the sale by the Holders of all of the Registrable Notes and to have such Shelf
Registration Statement declared effective by the SEC. In the event the Company and the Guarantors
are required to file a Shelf Registration Statement solely as a result of the matters referred to
in clause (iii) of the preceding sentence, the Company and the Guarantors shall file and have
declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section
2(a) with respect to all Registrable Notes and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement) with respect to
offers and sales of Registrable Notes held by the Holders that provide a Holder Shelf Registration
Notice after completion of the Exchange Offer. The Company and the Guarantors agree to use their
commercially reasonable best efforts to keep the Shelf Registration Statement continuously
effective until the first anniversary from its original effective date or such shorter period that
will terminate when all of the Registrable Notes covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement. The Company and the Guarantors further
agree to supplement or amend the Shelf



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Registration Statement if required by the rules, regulations or instructions applicable to the
registration form used by the Company and the Guarantors for such Shelf Registration Statement or
by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if
reasonably requested by a Holder with respect to information relating to such Holder, and to use
their commercially reasonable best efforts to cause any such amendment to become effective and such
Shelf Registration Statement to become usable as soon as thereafter practicable. The Company
agrees to furnish to the Holders of Registrable Notes copies of any such supplement or amendment
promptly after its being used or filed with the SEC.




          (c) The Company and the Guarantors shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) or Section 2(b). Each Holder shall pay all underwriting
discounts, if any, and commissions and transfer taxes, if any, relating to the sale or disposition
of such Holder’s Registrable Notes pursuant to the Shelf Registration Statement.




          (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that, if, after it has been
declared effective, the offering of Registrable Notes pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to have become
effective during the period of such interference until the offering of Registrable Notes pursuant
to such Registration Statement may legally resume. As provided for in the Indenture, liquidated
damages in the form of Special Interest (in addition to the interest otherwise due on the Notes
after such date) shall be accrued on the Registrable Notes as follows:





          (i) (A) if an Exchange Offer Registration Statement or, in the event that, due to
current interpretations by the SEC, the Company is not permitted to effect the Exchange
Offer, a Shelf Registration Statement, is not filed within 120 days following the Closing
Date or (B) in the event that at any time prior to the 20-day anniversary of the
consummation of the Exchange Offer, any holder of Registrable Notes shall provide a Holder
Shelf Registration Notice to the Company, and a Shelf Registration Statement is not filed
within 120 days thereafter, then commencing on the 121st day after the Closing Date or the
receipt of such notice, as the case may be, Special Interest shall be accrued on the
Registrable Notes over and above the accrued interest at a rate of .50% per annum for the
first 90 days immediately following the 121st day after the Closing Date or the receipt of
such notice, as the case may be, such Special Interest rate increasing by an additional .25%
per annum at the beginning of each subsequent 90-day period;




          (ii) if an Exchange Offer Registration Statement or a Shelf Registration Statement is
filed pursuant to Section 2(d)(i) hereof and is not declared effective within 150 days
following the Closing Date or the receipt of the Holder Shelf Registration Notice, as the
case may be, then commencing on the 151st day after the Closing Date or the receipt of such
notice, as the case may be, Special Interest shall be accrued on the Registrable Notes over
and above the accrued interest at a rate of .50% per annum for the first 90 days immediately
following the 151st day after the Closing Date or



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the receipt of such notice, as the case may be, such Special Interest rate increased by
an additional .25% per annum at the beginning of each subsequent 90-day period; and




          (iii) if either (A) the Company has not exchanged Exchange Notes for all Registrable
Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 180
days following the Closing Date, or (B) if applicable, a Shelf Registration Statement has
been declared effective and such Shelf Registration Statement ceases to be effective prior
to one year after the Closing Date, then, subject to certain exceptions, Special Interest
shall be accrued on the Registrable Notes over and above the accrued interest at a rate of
        .50% per annum for the first 90 days immediately following the (x) 181st day after the
Closing Date, in the case of (A) above, or (y) the day such Shelf Registration Statement
ceases to be effective in the case of (B) above, such Special Interest rate increasing by an
additional .25% per annum at the beginning of each subsequent 90-day period (each such event
referred to in clauses (i) through (iii) above a “Registration Default”);


provided, however, that the Special Interest rate on the Registrable Notes may not exceed 1.5% per
annum; and provided further that (1) upon the filing of the Exchange Offer Registration Statement
or a Shelf Registration Statement (in the case of (d)(i) above), (2) upon the effectiveness of the
Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of (d)(ii)
above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered in the
Exchange Offer or upon the effectiveness of the Shelf Registration Statement which had ceased to
remain effective prior to one year from its original effective date (in the case of (d)(iii)
above), Special Interest on the Registrable Notes as a result of such clause (i), (ii) or (iii)
shall cease to accrue.




               Any amounts of Special Interest due pursuant to clause (i), (ii) or (iii) above will be
payable in cash on the interest payment dates of the Registrable Notes. The amount of Special
Interest will be determined by multiplying the applicable Special Interest rate by the principal
amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of
days such Special Interest rate was applicable during such period, and the denominator of which is
360. The existence of multiple Registration Defaults shall not increase the amount of Special
Interest; rather, the calculation of the amount of Special Interest shall be made with respect to
the earliest continuing Registration Default. If the Company effects the Exchange Offer, the
Company will be entitled to close the Exchange Offer provided that it has accepted all Registrable
Notes theretofore validly tendered in accordance with the terms of the Exchange Offer. Registrable
Notes not tendered in the Exchange Offer shall bear interest at the same rate as in effect at the
time of issuance of the Registrable Notes.



          (e) Without limiting the remedies available to the Holders, the Company and the Guarantors
acknowledge that any failure by the Company and the Guarantors to comply with their obligations
under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders
for which there is no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, any Holder may obtain such
relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations
under Section 2(a) and Section 2(b) hereof.




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     3. Registration Procedures.



     In connection with the obligations of the Company and the Guarantors with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company and the
Guarantors shall reasonably promptly:



          (a) prepare and file with the SEC a Registration Statement on the appropriate form under the
1933 Act, which form shall (x) be selected by the Company, (y) in the case of a Shelf Registration,
be available for the sale of the Registrable Notes by the selling Holders thereof and (z) comply as
to form in all material respects with the requirements of the applicable form and include all
financial statements required by the SEC to be filed therewith, and use their commercially
reasonable best efforts to cause such Registration Statement to become effective and remain
effective in accordance with Section 2 hereof;




          (b) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; and keep
each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933
Act that is applicable to transactions by brokers or dealers with respect to the Registrable Notes
or Exchange Notes;




          (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Notes and to
counsel for the Holders, without charge, as many copies of each Prospectus, including each
preliminary Prospectus and any amendment or supplement thereto and such other documents as such
Holder may reasonably request, in order to facilitate the public sale or other disposition of the
Registrable Notes; and the Company and the Guarantors consent to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the selling Holders of
Registrable Notes in connection with the offering and sale of the Registrable Notes covered by and
in the manner described in such Prospectus or any amendment or supplement thereto in accordance
with applicable law;




          (d) use their commercially reasonable best efforts (i) to register or qualify the Registrable
Notes under all applicable state securities or blue sky laws of such jurisdictions as any Holder of
Registrable Notes covered by a Registration Statement shall reasonably request in writing by the
time the applicable Registration Statement is declared effective by the SEC and (ii) to cooperate
with such Holders in connection with any filings required to be made with the Financial Industry
Regulatory Authority, Inc. and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder to consummate the disposition in each such
jurisdiction of such Registrable Notes owned by such Holder; provided, however, that the Company
and the Guarantors shall not be required to (A) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where they would not otherwise be required to qualify but for this
Section 3(d), (B) file any general consent to service of process or (C) subject themselves to
taxation in any such jurisdiction if they are not so subject;




          (e) in the case of a Shelf Registration, notify each Holder of Registrable Notes and counsel
for the Holders promptly and, if requested by any such Holders or counsel for the



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Holders, confirm such advice in writing (i) when a Registration Statement has become effective
and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any
request by the SEC or any state securities authority for amendments and supplements to a
Registration Statement and Prospectus or for additional information after the Registration
Statement has become effective, (iii) of the issuance by the SEC or any state securities authority
of any stop order suspending the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and
the closing of any sale of Registrable Notes covered thereby, the representations and warranties of
the Company contained in any securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects or if the Company
receives any notification with respect to the suspension of the qualification of the Registrable
Notes for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the
happening of any event during the period a Shelf Registration Statement is effective which makes
any statement made in such Registration Statement or the related Prospectus untrue in any material
respect or which requires the making of any changes in such Registration Statement or Prospectus in
order to make the statements therein not misleading and (vi) of any determination by the Company
that a post-effective amendment to a Registration Statement would be appropriate;




          (f) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible moment and provide immediate
notice to each Holder of the withdrawal of any such order;




          (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Notes, without
charge, at least one conformed copy of each Registration Statement and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits thereto, unless
requested);




          (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable
Notes to facilitate the timely preparation and delivery of certificates representing Registrable
Notes to be sold and not bearing any restrictive legends and enable such Registrable Notes to be in
such denominations (consistent with the provisions of the Indenture) and registered in such names
as the selling Holders may reasonably request at least two business days prior to the closing of
any sale of Registrable Notes;




          (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(e)(v) hereof, use their commercially reasonable best efforts promptly to prepare a
supplement or post-effective amendment to a Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Notes, such Prospectus will not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. The
Company agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable
after the occurrence of such an event, and the Holders hereby agree to suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to correct such
misstatement or omission;




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          (j) within a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus,
provide copies of such document to the Representatives and their counsel (and, in the case of a
Shelf Registration Statement, counsel for the Holders) and make such of the representatives of the
Company as shall be reasonably requested by the Representatives or its counsel (and, in the case of
a Shelf Registration Statement, counsel for the Holders), available for discussion of such
document, and shall not at any time file or make any amendment to the Registration Statement, any
Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus, of which
the Representatives and their counsel (and, in the case of a Shelf Registration Statement, counsel
for the Holders) shall not have previously been advised and furnished a copy or to which the
Representatives or their counsel (and, in the case of a Shelf Registration Statement, counsel for
the Holders) shall object in good faith reasonably promptly in light of the circumstances;




          (k) obtain a CUSIP number for all Exchange Notes or Registrable Notes (if applicable), as the
case may be, not later than the effective date of a Registration Statement;




          (l) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the
“TIA”), in connection with the registration of the Exchange Notes or Registrable Notes, as the case
may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of the TIA and
execute, and use their commercially reasonable best efforts to cause the Trustee to execute, all
documents as may be required to effect such changes and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely manner;




          (m) in the case of a Shelf Registration, make available for inspection by a representative of
the Holders of the Registrable Notes, and attorneys and accountants designated by the Holders and
reasonably acceptable to the Company, at reasonable times and in a reasonable manner and subject to
the execution of appropriate confidentiality agreements, all financial and other records, pertinent
documents and properties of the Company and the Guarantors, and cause the respective officers,
directors and employees of the Company and the Guarantors to supply all information reasonably
requested by any such representative, attorney or accountant in connection with a Shelf
Registration Statement;




          (n) if reasonably requested by any Holder of Registrable Notes covered by a Registration
Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such
information as such Holder reasonably requests to be included therein and (ii) make all required
filings of such Prospectus supplement or such post-effective amendment as soon as the Company has
received notification of the matters to be incorporated in such filing; and




          (o) in the case of any Shelf Registration Statement, the Company shall (i) make reasonably
available for inspection by the Holders of securities to be registered thereunder, any underwriter
participating in any disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by the Holders or any such underwriter all relevant financial
and other records, pertinent corporate documents and properties


11









 







of the Company and its subsidiaries; (ii) cause the Company’s officers, directors and employees to supply all
relevant information reasonably requested by the Holders or any such underwriter, attorney,
accountant or agent in connection with any such Registration Statement as is customary for similar
due diligence examinations; provided, however, that any information that is designated in writing
by the Company, in good faith, as confidential at the time of delivery of such information shall be
kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless
such disclosure is made in connection with a court proceeding or required by law, or such
information becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality; (iii) make such representations and warranties to the
Holders of securities registered thereunder and the underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in primary underwritten offerings and
covering matters including, but not limited to, those set forth in the Purchase Agreement; (iv)
obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form,
scope and substance) shall be reasonably satisfactory to the Holders and the underwriters, if any,
addressed to each selling Holder and the underwriters, if any, covering such matters as are
customarily covered in opinions requested in primary underwritten offerings and such other matters
as may be reasonably requested by such Holders and underwriters; (v) obtain “cold comfort” letters
and updates thereof from the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any subsidiary of the Company or
of any business acquired by the Company for which financial statements and financial data are, or
are required to be, included in the Registration Statement), addressed to each selling Holder of
securities registered thereunder and the underwriters, if any, in customary form and covering
matters of the type customarily covered in “cold comfort” letters in connection with primary
underwritten offerings; and (vi) deliver such documents and certificates as may be reasonably
requested by the Majority Holders, counsel for the Holders and the underwriters, if any, including
those to evidence compliance with any customary conditions contained in the underwriting agreement
or other agreement entered into by the Company. The foregoing actions set forth in clauses (iii),
(iv), (v) and (vi) of this Section 3(o) shall be performed at (A) the effectiveness of such
Registration Statement and each post-effective amendment thereto and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.




               In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Notes to promptly furnish to the Company such information regarding the Holder and the
proposed distribution by such Holder of such Registrable Notes as the Company may from time to time
reasonably request in writing. Any Holder of Registrable Notes who fails to provide such
information reasonably requested by the Company shall not be entitled to receive any Special
Interest that the Company otherwise becomes obligated to pay as a result of such failure.



               In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in Section 3(e)(v)
hereof, such Holder will forthwith discontinue disposition of Registrable Notes pursuant to a
Registration Statement or related Prospectus until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the
Company, such Holder will deliver to the Company (at its expense) all copies in its possession,
other than permanent file copies then in such Holder’s



12









 







possession, of the Prospectus covering such Registrable Notes current at the time of receipt
of such notice. Each Holder agrees to indemnify the Company, the Guarantors, the Representatives
and the other selling Holders and each of their respective officers and directors who sign the
Registration Statement and each person, if any, who controls any such person for any losses,
claims, damages and liabilities caused by the failure of such Holder to discontinue disposition of
Registrable Notes after receipt of the notice referred to in the preceding sentence or the failure
of such Holder to comply with applicable prospectus delivery requirements with respect to any
Prospectus (including, but not limited to, any amended or supplemented Prospectus) provided by the
Company for such use.



     4. Participation of Broker-Dealers in Exchange Offer.



          (a) The Company understands that the Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange
for Notes that were acquired by such broker-dealer as a result of market-making or other trading
activities (a “Participating Broker-Dealer”), may be deemed to be an “underwriter” within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in
connection with any resale of such Exchange Notes.




               The Company understands that it is the Staff’s position that if the Prospectus contained in
the Exchange Offer Registration Statement includes a plan of distribution containing a statement to
the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes,
without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by
them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the 1933 Act in connection with resales of Exchange Notes for their own
accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.



          (b) In light of the above, notwithstanding the other provisions of this Agreement, the Company
agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also
apply to an Exchange Offer Registration to the extent, and with such reasonable modifications
thereto as may be, reasonably requested by one or more Participating Broker-Dealers, as provided in
clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Notes by
Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a)
above; provided that:





          (i) the Company shall not be required to amend or supplement the Prospectus contained
in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section
3(i), for a period exceeding one year after the Offer Termination Date and Participating
Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such
Prospectus after such period in connection with the resales contemplated by this Section 4;
and




          (ii) the application of the Shelf Registration procedures set forth in Section 3 of
this Agreement to an Exchange Offer Registration, to the extent not required by the
positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder,
will be in conformity with the reasonable request to the Company by one or



13









 







more broker-dealers who certify to the Company in writing that they anticipate that
they will be Participating Broker-Dealers; and provided further that, in connection with
such application of the Shelf Registration procedures set forth in Section 3 to an Exchange
Offer Registration, the Company shall be obligated (x) to deal only with one entity
representing the Participating Broker-Dealers, which shall be Banc of America Securities LLC
unless it elects not to act as such representative, (y) to pay the fees and expenses of only
one counsel representing the Participating Broker-Dealers, which shall be counsel to the
Representatives unless such counsel elects not to so act and (z) to cause to be delivered
only one, if any, “cold comfort” letter with respect to the Prospectus in the form existing
on the Offer Termination Date and with respect to each subsequent amendment or supplement,
if any, effected during the period specified in clause (i) above.




          (iii) The Representatives shall have no liability to the Company or any Holder for
costs and expenses of the Exchange Offer Registration with respect to any request that they
may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution.



          (a) The Company and the Guarantors agree to indemnify and hold harmless the Representatives,
each Holder and each person, if any, who controls the Representatives or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common
control with, or is controlled by the Representatives or any Holder, from and against all losses,
claims, damages and liabilities (including, without limitation, any legal or other expenses
reasonably incurred by the Representatives, any Holder or any such controlling or affiliated person
in connection with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement
(or any amendment thereto) pursuant to which Exchange Notes or Registrable Notes were registered
under the 1933 Act, including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or caused by any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented
if the Company shall have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to the Representatives or any
Holder furnished to the Company in writing by the Representatives or any selling Holder expressly
for use therein and, in the case of a Shelf Registration including a plan of distribution section,
such plan of distribution section; provided, however, that the indemnification contained in this
paragraph (a) with respect to such Registration Statement or Prospectus shall not inure to the
benefit of the Representatives, any Holder or any such controlling or affiliated person on account
of any such loss, claim, damages or liabilities caused by the failure of such person to discontinue
disposition of Registrable Notes after receipt of the notice referred to in the final paragraph of
Section 3 hereof.




          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Representatives and the other selling Holders, and



14









 






each of their respective directors and officers who sign the Registration Statement and each
Person, if any, who controls the Company, the Guarantors, the Representatives and any other selling
Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the
same extent as the foregoing indemnity from the Company and the Guarantors to the Holders, but only
with reference to information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto) and, in the case of a Shelf Registration Statement
including a plan of distribution section, such plan of distribution section.




          (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to either paragraph (a)
or paragraph (b) above, such person (the “indemnified party”) shall promptly notify the person
against whom such indemnity may be sought (the “indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonably incurred fees and
disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood that
the indemnifying party shall not, in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Representatives and all persons, if any, who control the
Representatives within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934
Act, (b) the fees and expenses of more than one separate firm (in addition to any local counsel),
for the Company and the Guarantors, their directors, their officers who sign the Registration
Statement and each person, if any, who controls the Company and the Guarantors within the meaning
of either such Section and (c) the fees and expenses of more than one separate firm (in addition to
any local counsel) for all Holders and all persons, if any, who control any Holders within the
meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are
incurred. In such case involving the Representatives and persons who control the Representatives,
such firm shall be designated in writing by the Representatives. In such case involving the
Holders and such persons who control Holders, such firm shall be designated in writing by the
Majority Holders. In all other cases, such firm shall be designated by the Company. The
indemnifying party shall not be liable for any settlement of any proceeding effected without its
written consent but, if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any
loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have properly requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for
any good faith settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such



15









 






indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims that are the subject
matter of such proceeding.




          (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 4 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or
liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and
of the indemnified party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company, the Guarantors and the
Holders shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company and the Guarantors or by the Holders and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Holders’ respective obligations to contribute pursuant to this
Section 5(d) are several in proportion to the respective principal amount of Registrable Notes of
such Holder that were registered pursuant to a Registration Statement.




          (e) The Company, the Guarantors and each Holder agree that it would not be just or equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other
method of allocation that does not take account of the equitable considerations referred to in
paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which Registrable Notes
were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any indemnified party at
law or in equity.




               The indemnity and contribution provisions contained in this Section 5 shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Representatives, any Holder or any person controlling the
Representatives or any Holder, or by or on behalf of the Company and the



16









 







Guarantors, their officers or directors or any person controlling the Company and the
Guarantors, (iii) acceptance of any of the Exchange Notes and (iv) any sale of Registrable Notes
pursuant to a Shelf Registration Statement.



     6. Miscellaneous.



          (a) No Inconsistent Agreements. The Company and the Guarantors have not entered into, and on
or after the date of this Agreement will not enter into, any agreement which is inconsistent with
the rights granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts
with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the Company’s or the
Guarantors’ other issued and outstanding securities under any such agreements.




          (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding Registrable Notes
affected by such amendment, modification, supplement, waiver or consent; provided, however, that no
amendment, modification, supplement, waiver or consents to any departure from the provisions of
Section 5 hereof shall be effective as against any Holder of Registrable Notes unless consented to
in writing by such Holder.




          (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Representatives, the address set forth in the
Purchase Agreement; and (ii) if to the Company and the Guarantors, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c).




               All such notices and communications 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 answered back, if telexed; when receipt is acknowledged, if
telecopied; and on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.



               Copies of all such notices, demands, or other communications shall be concurrently delivered
by the person giving the same to the Trustee, at the address specified in the Indenture.



          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment or assumption, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Notes
in violation of the terms of the Notes. If any transferee of any



17









 






Holder shall acquire Registrable Notes, in any manner, whether by operation of law or
otherwise, such Registrable Notes shall be held subject to all of the terms of this Agreement, and
by taking and holding such Registrable Notes such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this Agreement and such
person shall be entitled to receive the benefits hereof. The Representatives shall have no
liability or obligation to the Company with respect to any failure by a Holder to comply with, or
any breach by any Holder of, any of the obligations of such Holder under this Agreement.




          (e) Purchases and Sales of Notes. The Company shall not, and shall use best efforts to cause
its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or
otherwise transfer any Notes.




          (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements
made hereunder between the Company and the Guarantors, on the one hand, and the Representatives, on
the other hand, and shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.




          (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.




          (h) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.




          (i) Governing Law. This Agreement shall be governed by laws of the State of New York.




          (j) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.




18









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	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
RESOURCES, INC.

INTERFACE OVERSEAS HOLDINGS, INC.
FLOR, INC.

QUAKER CITY INTERNATIONAL, INC.

	 	RE:SOURCE WASHINGTON, D.C., INC.
SOUTHERN CONTRACT SYSTEMS, INC.
SUPERIOR/REISER FLOORING RESOURCES,
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 	 



19









 






	 	 	 	 	 
	 	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 	 
	 


(signatures continued on next page)




20









 








(signatures continued from previous page)





          The foregoing Agreement is hereby confirmed and accepted as of the date first above written.



	 	 	 	 	 
	 	BANC OF AMERICA SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

WACHOVIA CAPITAL MARKETS, LLC

BB&T CAPITAL MARKETS, a division of

     SCOTT AND STRINGFELLOW, LLC

 	 
	 	By:  	BANC OF AMERICA SECURITIES LLC
 	 
	 	 	 	 
	 	By:  	/s/ William H. Pegler, Jr.
 	 
	 	 	William H. Pegler, Jr. 	 
	 	 	Principal 	 



21