ex10_2.htm


    
      

    


    SECOND
AMENDMENT TO

    SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT

    


    THIS SECOND AMENDMENT TO SIXTH AMENDED
AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made
and entered into as of May 14, 2009, by and among INTERFACE, INC., a Georgia
corporation (the “Borrower”),
INTERFACEFLOR, LLC, a Georgia limited liability company (the “Subsidiary L/C Account
Party”), the “Lenders” party
hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association,
in its capacity as Domestic Agent and Collateral Agent (the “Agent”).

     

    W I T N E S S E T H :

     

    WHEREAS, the Borrower, the Subsidiary
L/C Account Party, the Agent, and the Lenders party thereto have executed and
delivered that certain Sixth Amended and Restated Credit Agreement dated as of
June 30, 2006, as amended by that certain First Amendment to Sixth Amended and
Restated Credit Agreement dated as of January 1, 2008 (as further amended,
restated, modified, or supplemented from time to time, the “Credit Agreement”);
and

     

    WHEREAS, the Borrower has requested,
and the Agent and Lenders party hereto have agreed to, subject to the terms and
conditions hereof, to certain amendments to the Credit Agreement as set forth
herein.

     

    NOW, THEREFORE, for and in
consideration of the above premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by the parties
hereto, the Borrower, the Subsidiary L/C Account Party, the Agent, and the
Lenders party hereto hereby covenant and agree as follows:

     

    
      	
              1.  

            	
              Definitions.  Unless
      otherwise specifically defined herein, each term used herein which is
      defined in the Credit Agreement shall have the meaning assigned to such
      term in the Credit Agreement.  Each reference to “hereof,”
      “hereunder,” “herein,” and “hereby” and each other similar reference and
      each reference to “this Agreement” and each other similar reference
      contained in the Credit Agreement shall from and after the date hereof
      refer to the Credit Agreement as amended
hereby.

            


    

     

    
      	
              2.  

            	
              Amendments to Credit
      Agreement.

            


    

     

    
      	
              (a)  

            	
              Amendments to Section
      1.01.

            


    

     

    
      	
              (i)  

            	
              The
      following definitions are hereby added in the appropriate alphabetical
      order to read as follows:

            


    

     

    “Additional Senior Notes Intercreditor
Agreement” shall mean an Intercreditor Agreement by and among the
Domestic Agent, the Additional Senior Notes Trustee, and each of the Credit
Parties, substantially in the form attached hereto as Exhibit L, as the
same may be amended, restated, supplemented, or otherwise modified from time to
time with the consent of the Required Lenders.

     


    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    


    “Additional Senior Notes Second
Liens” shall mean the Liens granted in favor of the Additional Senior
Notes Trustee, for the benefit of the holders of the Additional Senior Notes,
under the Additional Senior Notes Indenture.

     

    “Additional Senior Notes
Trustee” shall mean the trustee under the Additional Senior Notes
Indenture, together with its successors and assigns.

     

    “Defaulting Lender” has the
meaning given such term in Section 4.02(b).

     

    “Intellectual Property Security
Agreement” has the meaning given such term in that certain Amended and
Restated Pledge and Security Agreement executed and delivered by the Credit
Parties in favor of the Collateral Agent for the benefit of the Secured Parties
on the Second Amendment Effective Date, together with each Copyright Security
Agreement, Patent Security Agreement, and Trademark Security Agreement executed
and delivered by any Credit Party in favor the Collateral Agent before the
Second Amendment Effective Date, in each case, as the same may be amended,
restated, supplemented, or otherwise modified from time to time.

     

    “Maximum Real Property Collateral
Requirements” shall mean that (a) for each parcel of Real Property with a
fair market value greater than $1,500,000 and less than or equal to $5,000,000,
as determined by the Domestic Agent in its reasonable credit judgment, the
Credit Party that owns such parcel of Real Property shall be required to execute
and deliver to Domestic Agent, a Mortgage on such Real Property and, if
requested by Domestic Agent, to obtain a title certificate with respect thereto,
but shall not be required to obtain a title insurance policy or survey with
respect thereto; (b) for each parcel of Real Property with a fair market value
in excess of $5,000,000 but less than or equal to $10,000,000, as determined by
the Domestic Agent in its reasonable credit judgment, the Credit Party that owns
such parcel of Real Property shall be required to execute and deliver to
Domestic Agent, a Mortgage on such Real Property and, if requested by Domestic
Agent, to obtain a title insurance policy with respect thereto, but shall not be
required to obtain a survey with respect thereto; and, (c) for each parcel of
Real Property with a fair market value in excess of $10,000,000, as determined
by the Domestic Agent in its reasonable credit judgment, the Credit Party that
owns such parcel of Real Property shall be required to execute and deliver to
Domestic Agent, a Mortgage on such Real Property and, if requested by Domestic
Agent, to obtain a title insurance policy and survey with respect thereto; provided, however, that, (1) in
each of the foregoing cases, the surveys, title certificates, and title
insurance shall be, where required under the foregoing, in form and substance
satisfactory to the Collateral Agent and (2) where two or more applicable
parcels of Real Property are contiguous, all of such contiguous parcels shall be
considered together, as a single parcel, in determining the fair market value
thereof, as otherwise provided above.

     

    “Second Amendment Effective
Date” shall mean May 14, 2009.

     

    “Senior Notes Indentures” shall
mean, collectively, the Existing Senior Notes Indenture, the Additional Senior
Notes Indenture, and the Senior Subordinated Notes Indenture.

     

    “Specified Net Proceeds” has
the meaning given such term in Section 8.01(j).

     

    “Specified Account” has the
meaning given such term in Section 8.01(j).

     

    “Stated Net Proceeds” has the
meaning given such term in Section 8.01(j).

     


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    The
definitions of “Additional Senior Notes,” “Additional Senior Notes Indenture,”
“Applicable Margin,” “Applicable Unused Line Fee Rate,” “Banking Products,”
“Borrowing Base Asset, “ “Borrower Pledge and Security Agreement,” “Consolidated
Restricted Payments,” “Copyright Security Agreement,” “Domestic Borrowing Base,”
“Domestic Guaranty Agreements,” “Existing Senior Notes,” “Existing Senior Notes
Indenture,” “LIBOR,” “Other Reserves,” “Patent Security Agreement,” “Secured
Parties,” “Senior Subordinated Notes,” “Senior Subordinated Notes Indenture,”
“Subsidiary Pledge and Security Agreements,” “Total Fixed Charges,” and
“Trademark Security Agreement” are amended and restated so that they read,
respectively, in their entirety, as follows:

     

    “Additional Senior Notes” shall
mean a series of senior notes in an aggregate principal amount not to exceed
$175,000,000, issued by Interface no later than February 1, 2010, (a) having a
maturity not earlier than March 31, 2013, (b) subject to clause (c) below,
having financial and other covenants not less favorable to Interface in any
material respect than those covenants in effect with respect to the Existing
Senior Notes, or otherwise on terms and conditions reasonably satisfactory to
the Domestic Agent and the Required Lenders, and (c) which may be secured or
unsecured (provided that, if
such notes are secured, the Additional Senior Notes Intercreditor Agreement
shall have been executed and delivered by the parties thereto), together with
any notes constituting a refinancing or replacement of such Additional Senior
Notes to the extent expressly permitted by Section 8.08(f)(ii).

     

    “Additional Senior Notes
Indenture” shall mean an indenture by and among Interface, as issuer,
certain Subsidiaries of Interface, as guarantors, and the Additional Senior
Notes Trustee, as the same may be amended, restated, supplemented, or otherwise
modified from time to time, and any subsequent indenture entered into by
Interface in connection with a refinancing or replacement of such Additional
Senior Notes to the extent expressly permitted by Section
8.08(f)(ii).

     

    “Applicable Margin” shall mean,
on and after the Second Amendment Effective Date, with respect to all
outstanding Loans bearing interest based on the Base Rate or the Adjusted LIBO
Rate, for any day, the applicable percentage per annum determined from the chart
set forth below based on the Average Excess Availability for the Consolidated
Companies’ most recently completed fiscal quarter:

     

    
      	
              Level

            	
              Average
      Excess Availability for the Consolidated Companies’ immediately preceding
      fiscal quarter

            	
              Applicable
      Margin for Base Advances

            	
              Applicable
      Margin for Adjusted LIBO Rate Advances

            
	
              I

            	
              Less
      than $30,000,000

            	
              2.50%

            	
              4.00%

            
	
              II

            	
              Greater
      than or equal to $30,000,000 but less than $40,000,000

            	
              2.25%

            	
              3.75%

            
	
              III

            	
              Greater
      than or equal to $40,000,000 but less than $50,000,000

            	
              2.00%

            	
              3.50%

            
	
              IV

            	
              Greater
      than or equal to $50,000,000

            	
              1.75%

            	
              3.25%

            


    

    



    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    Each
change in the Applicable Margin will become effective as of the first day of
each of the Consolidated Companies’ fiscal quarters, based on the Average Excess
Availability for the Consolidated Companies’ immediately preceding fiscal
quarter; provided, however, that if
Interface fails to deliver the Domestic Borrowing Base Certificates as required
by Section 7.07(d), then from such time and until Interface delivers such
Domestic Borrowing Base Certificate, the Applicable Margin shall be based on
Level I.

    


    In the
event that any documents or certificates delivered by a Credit Party pursuant to
this Agreement (including, without limitation, any Domestic Borrowing Base
Certificate) is shown to be inaccurate (regardless of whether this Agreement or
the Commitment is in effect when such inaccuracy is discovered), and such
inaccuracy, if corrected, would have led to the application of a higher
Applicable Margin for any period (an “Applicable Period”)
than the Applicable Margin applied for such Applicable Period, then (i)
Interface shall immediately deliver to Lenders a correct document or
certificate, as applicable, for such Applicable Period, (ii) the Applicable
Margin for such Applicable Period shall be determined by reference to such
document or certificate, and (iii) Interface shall promptly pay Lenders, ON DEMAND, the accrued
additional interest owing as a result of such increased Applicable Margin for
such Applicable Period, which payment shall be promptly applied by Lenders in
accordance with the terms hereof.

     

    “Applicable Unused Line Fee
Rate” shall mean 0.75%.

     

    “Banking Products” means any
one or more of the following types of services or facilities extended to any of
the Credit Parties by the Domestic Agent or any Affiliate of the Domestic Agent
in reliance on the Domestic Agent’s agreement to indemnify such
Affiliate:  (a) Automated Clearing House (ACH) transactions and other
similar money transfer services; (b) cash management, including controlled
disbursement and lockbox services; (c) establishing and maintaining deposit
accounts; (d) credit cards or stored value cards; and (e) other similar or
related bank products and services.  The term “Bank Products” shall have the
same meaning as “Banking
Products.”

     

    “Base Rate” shall mean, at any
time, the greatest of (a) the Prime Rate; (b) the Federal Funds Rate plus 1/2 of
1%; and (c) a rate of interest equal to LIBOR, determined in the manner
described in the definition of such term but with an Interest Period of one
month (with it being understood and agreed that the rate provided for in this
clause (c) shall be determined on each day, provided that, if such day is not a
Business Day, then the rate under this clause (c) for such day shall be the rate
determined with respect to the most recently preceding Business Day); each
change in the Base Rate shall take effect simultaneously with the corresponding
change or changes in the Prime Rate, the Federal Funds Rate, or LIBOR, as
applicable.

     

    “Borrowing Base Asset” means
Domestic Inventory and Domestic Accounts.

     

    “Borrower Pledge and Security
Agreement” shall mean the Amended and Restated Pledge and Security
Agreement executed and delivered by the Credit Parties in favor of the
Collateral Agent for the benefit of the Secured Parties on the Second Amendment
Effective Date, as the same may be further amended, restated, supplemented, or
otherwise modified from time to time.

     


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    “Consolidated Restricted
Payments” shall mean, at any time of determination, the sum of (a) the
amount of all payments made by the Consolidated Companies during the immediately
preceding twelve-fiscal-month period with respect to principal of the Senior
Notes (exclusive of (i) any payments made from the net proceeds of issuance of
equity, (ii) the Net Proceeds of any Asset Sale or series of related Asset Sales
which constitute the sale of the stock or all or substantially all of the assets
of any Subsidiary, (iii) any and all repayments or repurchases of any Additional
Senior Notes or Senior Subordinated Notes pursuant to Section 8.08(f); (iv) any
and all repayments or repurchases of any Senior Notes pursuant to Section
8.08(e) made on or after the date on which the Additional Senior Notes are
issued or payments made with respect to Permitted Uses pursuant to Section
8.01(j) after the date on which the Additional Senior Notes are issued, but only
to the extent the aggregate principal amount of all repayments, repurchases, or
payments, as applicable, described in this subclause (iv) is less than or equal
to the sum of the Stated Net Proceeds plus $25,000,000; and (v) the principal
amount of all Existing Senior Notes repurchased by the Borrower during the
period commencing on October 1, 2008, and ending on March 31, 2009, in an amount
not to exceed $33,200,000); plus (b) the amount of all
cash consideration paid by any Consolidated Company during the immediately
preceding twelve-fiscal-month period for the purchases of Capital Stock of
Interface; plus (c)
dividends made by the Consolidated Companies in respect of the Capital Stock of
such Consolidated Company during the immediately preceding twelve-fiscal-month
period (excluding dividends made in such Capital Stock and dividends paid to
Interface or any Subsidiary of Interface).

     

    “Copyright Security Agreement”
shall mean each Intellectual Property Security Agreement and Copyright Security
Agreement, as the case may be, executed and delivered by any Credit Party from
time to time in favor of the Collateral Agent for the benefit of the Secured
Parties pursuant to the requirements of Sections 7.11 or 7.13 of the Third
Amended and Restated Credit Agreement, Sections 7.11 or 7.13 of the Prior Credit
Agreement, or Sections 7.11 or 7.13 of this Agreement, in the form required by
the terms of any Security Agreement, as the same may be amended, supplemented,
restated, or otherwise modified from time to time.

     

    “Domestic Borrowing Base” shall
mean, as of any date of determination and as set forth in the most recent
Domestic Borrowing Base Certificate delivered to the Lenders in accordance with
the terms of Section 7.07(d), an amount equal to:

     

    (i)           eighty-five
percent (85%) of the face amount of Eligible Domestic Accounts (after
subtracting all setoffs, discounts, counterclaims, contra accounts, and other
deductions, to the extent such amounts are excluded from eligibility in the
definition of “Eligible Domestic Accounts,” as reasonably determined by the
Domestic Agent in its reasonable credit judgment), plus

     

    (ii)           with
respect to Eligible Domestic Flooring Systems Inventory:

     

    (A) thirty-eight percent (38%) of the
value of such inventory constituting raw materials;

     

    (B) up to the lesser of (1) $2,000,000
and (2) twenty percent (20%) (or such lesser percentage as the Domestic Agent
may establish from time to time in its reasonable credit judgment) of the value
of such inventory constituting work-in-process; and

     

    (C) sixty-five percent (65%) of the
value of such inventory constituting finished goods;

     


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    


     

    in each
case, valued at the lower of cost paid for such Eligible Domestic Flooring
Systems Inventory or the fair market value of such Eligible Domestic Flooring
Systems Inventory (all as determined by the Domestic Agent in its reasonable
credit judgment); provided that, in no
event shall the value of any Eligible Domestic Flooring Systems
Inventory  included in the calculation of “Domestic Borrowing Base”
exceed eighty-five percent (85%) of the net orderly liquidation value of such
Eligible Domestic Flooring Systems Inventory (as determined by the Domestic
Agent in its reasonable credit judgment), minus

     

    (iv)           the
Other Reserves.

     

    “Domestic Guaranty Agreements”
shall mean, together, the Fifth Amended and Restated Interface Guaranty
Agreement and the Fifth Amended and Restated Subsidiary Guaranty Agreement, each
in form and substance reasonably satisfactory to the Domestic Agent, each
executed and delivered as of the Second Amendment Effective Date in favor of the
Lenders, the Domestic Agent, and the Collateral Agent, as the same may be
amended, restated, supplemented, or otherwise modified from time to
time.

     

    “Existing Senior Notes” shall
mean the Senior Notes due 2010 issued by Interface and guaranteed by certain
Subsidiaries of Interface, in the original aggregate principal amount of
$175,000,000, as more particularly described in the Existing Senior Notes
Indenture.

     

    “Existing Senior Notes
Indenture” shall mean the Indenture dated as of January 17, 2002, by and
among Interface, as issuer, certain Subsidiaries of Interface, as guarantors,
and U.S. Bank (as successor in interest to First Union National Bank), as
Trustee, as the same may be amended, restated, supplemented, or otherwise
modified from time to time.

     

    “LIBOR” shall mean the rate of
interest per annum determined on the basis of the rate for Dollar deposits in
which the applicable LIBOR Advance is denominated for a period equal to the
applicable Interest Period which appears on the Dow Jones Market Screen 3750 or
the applicable Reuters Screen Page, as determined by the Domestic Agent in its
sole discretion, at approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of the applicable Interest Period (rounded upward, if
necessary, to the nearest 1/100th of 1%); provided, however, that, with respect
to any LIBOR Advance which has an Interest Period of less than three months, the
Domestic Agent shall determine the rate applicable to such LIBOR Advance in the
manner provided above, but with reference to a presumed Interest Period of three
months.  If, for any reason, such rate does not appear on Dow Jones
Market Screen 3750 or the applicable Reuters Screen Page, then “LIBOR” shall be
determined by the Domestic Agent to be the arithmetic average of the rate per
annum at which Dollar deposits in which the applicable Loan is denominated would
be offered by first class banks in the London interbank market to the Domestic
Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to
the first day of the applicable Interest Period for a period equal to such
Interest Period.  Each calculation by the Domestic Agent of LIBOR
shall be conclusive and binding for all purposes, absent manifest
error.

     

    “Other Reserves” shall mean
such reserves as the Domestic Agent may, or at the direction of the Required
Lenders will, establish from time to time with respect to the Domestic Borrowing
Base in its or their commercially reasonable judgment by prior written notice to
the Borrower and the Lenders, including, without limitation, (a) on account of
Indebtedness arising from Hedging Obligations and (b) the Dilution
Reserve.

     


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    


     

    “Patent Security Agreement”
shall mean each Intellectual Property Security Agreement and Patent Security
Agreement, as the case may be, executed and delivered by any Credit Party in
favor of the Collateral Agent for the benefit of the Secured Parties pursuant to
the requirements of Sections 7.11 or 7.13 of the Third Amended and Restated
Credit Agreement, Sections 7.11 or 7.13 of the Prior Credit Agreement, Sections
7.11 or 7.13 of the Existing Credit Agreement, or Sections 7.11 or 7.13 of this
Agreement, in the form required by the terms of any Security Agreement, as the
same may be amended, restated, supplemented, or otherwise modified from time to
time.

     

    “Secured Parties” shall mean,
collectively (i) the Domestic Agent, the Collateral Agent, the Lenders, and
their respective Affiliates that are parties to any of the Credit Documents or
any Hedge Agreement (to the extent the obligations thereunder constitute Secured
Obligations) or Bank Products, and (ii) such other Persons to which other
Secured Obligations may be owed.

     

    “Senior Subordinated Notes”
shall mean, collectively, the unsecured Senior Subordinated Notes due 2014
issued by Interface, and guaranteed by certain Subsidiaries of Interface, in the
original aggregate principal amount of $135,000,000 as more particularly
described in the Senior Subordinated Notes Indenture, together with any and all
“Exchange Notes” (as defined in the Senior Subordinated Notes Indenture) issued
to holders of such Senior Subordinated Notes in exchange therefor, and any
unsecured notes constituting a refinancing or replacement of such Senior
Subordinated Notes to the extent expressly permitted by Section
8.08(f)(iii).

     

    “Senior Subordinated Notes
Indenture” shall mean the Indenture dated as of February 4, 2004, by and
among Interface, certain Subsidiaries of Interface and SunTrust, pursuant to
which Interface issued its Senior Subordinated Notes, as the same has been or
may hereafter be amended, restated, supplemented, or otherwise modified from
time to time, and any subsequent Indenture entered into by Interface in respect
of Subordinated Debt constituting a refinancing or replacement of such Senior
Subordinated Notes to the extent expressly permitted by Section
8.08(f)(iii).

     

    “Subsidiary Pledge and Security
Agreement” shall mean the Amended and Restated Pledge and Security
Agreement executed and delivered by the Credit Parties in favor of the
Collateral Agent for the benefit of the Secured Parties on the Second Amendment
Effective Date, as the same may be further amended, restated, supplemented, or
otherwise modified from time to time.

     

    “Total Fixed Charges” shall
mean, for any fiscal period of Interface and without duplication, the sum of (a)
Consolidated Cash Interest Expense for such period, plus (b) payments made in
respect of capital leases during such period, plus (c) scheduled payments
of principal made during such period in respect of all Indebtedness which, when
such Indebtedness was incurred, had a stated maturity of more than one year from
the date it was so incurred (other than payments made in respect of (i) the
Senior Notes at their respective stated final maturity and (ii) Intercompany
Loans), plus (d)
Consolidated Restricted Payments made during such period.

     


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    “Trademark Security Agreement”
shall mean each Intellectual Property Security Agreement and Trademark Security
Agreement, as the case may be, executed and delivered by any Credit Party in
favor of the Collateral Agent for the benefit of the Secured Parties pursuant to
the requirements of Sections 7.11 or 7.13 of the Third Amended and Restated
Credit Agreement, Sections 7.11 or 7.13 of the Prior Credit Agreement, Sections
7.11 or 7.13 of the Existing Credit Agreement, or Sections 7.11 or 7.13 of this
Agreement, in the form required by the terms of any Security Agreement, in each
case as the same may be amended, restated, supplemented, or otherwise modified
from time to time.

     

    


    
      	
              (ii)  

            	
              Clause
      (vi) of the definition of “Eligible Domestic
      Accounts” is hereby amended and restated so that it reads, in its
      entirety, as follows:

            


    

     

    (vi)           The
Domestic Account is not subject to any Lien, except for the Collateral Agent’s
first priority perfected Lien and, if applicable, the Additional Senior Notes
Second Lien, and a currently effective UCC financing statement filed by the
Collateral Agent against such Credit Party covering such Domestic Account is on
file in all appropriate filing locations for such Credit Party and such Domestic
Account.

     

    
      	
              (iii)  

            	
              Clause
      (xi) of the definition of “Eligible Domestic
      Inventory” is hereby amended and restated so that it reads, in its
      entirety, as follows:

            


    

     

    (xi)           Such
Domestic Inventory is not subject to any Lien except for the Collateral Agent’s
first priority perfected Lien, such other Liens which are waived or subordinated
pursuant to the terms of a Third Party Agreement as contemplated in subsection
(iii) above, and, if applicable, the Additional Senior Notes Second Liens, and a
currently effective UCC financing statement filed by the Collateral Agent
against such Credit Party covering such Domestic Inventory is on file in all
appropriate filing locations for such Credit Party and such Domestic Inventory;
and

     

    
      	
              (iv)  

            	
              The
      definitions of “Eligible
      Domestic Fabrics Division Inventory,” “Eligible Equipment,”
      “Eligible Real
      Property,” “Equipment Amount,”
      “Equipment Group,”
      “Equipment Group Opening
      Amount,” “Equipment Group Amortizing
      Amount,” “Real
      Property Group,” “Real Property Group Opening
      Amount,” “Real
      Property Group Amortizing Amount,” “Real Property Amount,”
      and “Real Property
      Inclusion Date” set forth in Section 1.01
      are hereby deleted in their
entirety.

            


    

     

    
      	
              (b)  

            	
              Amendment to Section
      2.10.  Section 2.10 of
      the Credit Agreement is hereby deleted in its
  entirety.

            


    

     

    
      	
              (c)  

            	
              Amendment to Section
      4.02.  Section 4.02 of the Credit Agreement is hereby
      amended and restated so that it reads, in its entirety, as
      follows:

            


    

     


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    Section
4.02.                                Disbursement
of Funds.

     

    (a)           Unless
the Domestic Agent shall have been notified by any Lender prior to the date of a
Borrowing that such Lender does not intend to make available to the Domestic
Agent such Lender’s portion of the Borrowing to be made on such date, the
Domestic Agent may assume that such Lender has made such amount available to the
such Domestic Agent on such date and such Domestic Agent may make available to
the Borrower a corresponding amount.  If such corresponding amount is
not in fact made available to the Domestic Agent by such Lender on the date of
Borrowing, the Domestic Agent shall be entitled to recover such corresponding
amount on demand from such Lender together with interest at a rate per annum
equal to the daily average Federal Funds Rate during such period as determined
by the Domestic Agent (plus the cost of maintaining any required reserves or
deposit insurance and of any fees, penalties, overdraft charges or other costs
or expenses incurred by the Domestic Agent as a result of such Lender’s failure
to deliver funds hereunder) of carrying such amount.  If such Lender
does not pay such corresponding amount forthwith upon the Domestic Agent’s
demand therefor, the Domestic Agent shall promptly notify the Borrower, and
Borrower shall immediately pay such corresponding amount to the Domestic Agent,
together with interest at the rate specified for the Borrowing which includes
such amount paid.  Nothing in this subsection shall be deemed to
relieve any Lender from its obligation to fund its Commitments hereunder or to
prejudice any rights which Borrower may have against any Lender as a result of
any default by such Lender hereunder.

     

    (b)           In
the event that a Lender for any reason fails or refuses to fund its portion of
any Borrowing in violation of this Agreement or make payment of any amount such
Lender is required to pay to the L/C Issuer under Section 2A.04 or the Domestic
Agent under any applicable term hereof or the other Credit Documents (each such
Lender, a “Defaulting
Lender”), then, until such time as such Defaulting Lender has funded its
portion of such Borrowing or amount, or all other Lenders, the L/C Issuer, or
the Domestic Agent, as applicable, have received payment in full (whether by
repayment or prepayment) of the principal and interest due in respect of such
Borrowing or amount:

     

    (i)           such
Defaulting Lender shall not (1) have any voting or consent rights under or with
respect to any Credit Document, (2) constitute a “Lender” (or be included in the
calculation of Required Lenders hereunder) for any voting or consent rights
under or with respect to any Credit Document (provided that in no event shall
any amendments, changes or other modifications specifically enumerated in
Sections 11.02(a)(ii), 11.02(a)(iii), 11.02(a)(iv), or 11.02(a)(x) be effective
with respect to any Lender which has not consented to such amendment, change or
modification), or (3) be entitled to receive any payments of principal, interest
or fees from any Credit Party or the Domestic Agent (or the other Lenders) in
respect of its Loans;

     

    (ii)           except
as otherwise provided in Section 5.03(i), the L/C Issuer shall have no
obligation to issue any Domestic Letter of Credit; and

     

    (iii)           the
Borrower shall have the right to replace such Defaulting Lender with an Eligible
Assignee in accordance with Section 11.06(g).

     

    (c)           All
Borrowings under the Domestic Syndicated Loan Commitments shall be loaned by
those Lenders participating in such Facility on the basis of their Pro Rata
Share.  No Lender shall be responsible for any default by any other
Lender in its obligations hereunder, and each Lender shall be obligated to make
the Loans provided to be made by it hereunder, regardless of the failure of any
other Lender to fund its Commitments hereunder.

     


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    


     

    
      	
              (d)  

            	
              Amendments to Section
      5.03.  Section 5.03 of
      the Credit Agreement is hereby amended by deleting “; and” at then end of
      clause (g) thereof and substituting “;” in lieu thereof, deleting “.” at
      the end of clause (h) and substituting “; and” in lieu thereof, and adding
      the following as new clause (i):

            


    

     

    (i)           with
respect to the issuance of any Domestic Letter of Credit, there is no Defaulting
Lender at the time such Domestic Letter of Credit is to be issued, unless for
the issuance of any Domestic Letter of Credit, arrangements satisfactory to the
L/C Issuer have been made with respect to the undivided interest and
participation of such Defaulting Lender in and to such Domestic Letter of Credit
(and all other Domestic Letters of Credit then outstanding), which arrangements
may including, but not be limited to, the Borrower’s or Subsidiary L/C Account
Party’s posting of cash collateral with the L/C Issuer in an amount equal to
such Defaulting Lender’s participation therein on terms satisfactory to the L/C
Issuer.

     

    
      	
              (e)  

            	
              Amendments to Section
      6.18.  Section 6.18(a)
      of the Credit Agreement is hereby amended and restated so that it reads,
      in its entirety, as follows:

            


    

     

    (a)           Schedule 6.18 is a
complete and correct listing of all Indebtedness, or any commitment to create or
incur any Indebtedness, of the Domestic Consolidated Companies as of the Second
Amendment Effective Date in an amount greater than $1,000,000 in any single case
(other than Indebtedness permitted pursuant to Sections 8.01(a), (d), (f), (i),
and (l)).  Schedule 6.18 also
contains a separate schedule identifying any Indebtedness that must be included
in the calculation of Indebtedness permitted under the Existing Senior Notes
Indenture and the Senior Subordinated Notes Indenture, in each case solely
pursuant to the proviso set forth in Section 4.08 thereof.

     

    
      	
              (f)  

            	
              Amendments to Section
      7.05.  Clauses (b) and (c) of Section 7.05 of
      the Credit Agreement are hereby amended and restated so that they reads,
      in their entirety, as follows:

            


    

     

    (b)           In
addition to the rights granted to the Domestic Agent and the Lenders in
subsection (a), the Borrower hereby agrees that the Domestic Agent may from time
to time, as the Domestic Agent deems necessary or desirable in its reasonable
credit judgment, order appraisals of all or part of the Credit Parties’
equipment, inventory, and Real Property (but only such Real Property which is,
pursuant to this Agreement, required to be mortgaged to the Collateral Agent),
as applicable, with each such appraisal being conducted by a professional
appraiser reasonably selected by the Domestic Agent.  Interface shall
be required to pay for all reasonable out-of-pocket expenses incurred by the
Collateral Agent for only those appraisals of such Real Property ordered
pursuant to this Section 7.05 (i) during the existence of an Event of Default or
(ii) in response to any event or circumstance which, in the reasonable opinion
of the Collateral Agent, could reasonably be expected to have a material and
adverse effect on the Fair Market Value of such Real
Property.  Interface shall be required to pay for all reasonable
out-of-pocket expenses incurred by the Collateral Agent for only one appraisal
of the Credit Parties’ inventory and one appraisal of the Credit Parties’
equipment ordered (or, if at any time in the preceding consecutive twelve
months, Excess Availability shall have been less than $30,000,000, up to two
such appraisals), in each case, pursuant to this Section 7.05 per consecutive
twelve-month period, provided, however, that Interface shall pay for all
reasonable out-of-pocket expenses incurred by the Collateral Agent for any
appraisal of the Credit Parties’ inventory or equipment ordered pursuant to this
Section 7.05 during the existence of an Event of Default.

     


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    


     

    (c)           In addition to all other rights granted
to the Agents in this Section 7.05, the Borrower agrees that it shall pay for
all reasonable out-of-pocket expenses incurred by the Collateral Agent in
conducting, or having conducted by certified public accountants of the
Collateral Agent’s choosing, field audits of the Credit Parties’ inventory,
accounts, and equipment and all books, records, journals, orders, receipts,
correspondence, and other data related thereto.  In addition, the
Borrower agrees that it will pay to the Agents an amount equal to $1,000 per day
for each field auditor.  Such field audits shall be conducted with
such frequency as the Collateral Agent determines in the exercise of its
reasonable judgment, provided that all reasonable out-of-pocket expenses
incurred by the Collateral Agent on account of only two such field audits (or,
if at any time in the preceding consecutive twelve months, Excess Availability
shall have been less than $30,000,000, up to four such field audits) per
operating division per consecutive twelve-month period (which need not be
conducted contemporaneously) shall be paid by Interface unless an Event of
Default has occurred and is continuing, in which case, Interface shall pay all
reasonable out-of-pocket expenses of all field audits conducted in accordance
with this Section 7.05.

     

    
      	
              (g)  

            	
              Amendments to Section
      7.07.  Sections
      7.07(d), (r), and (s) of the
      Credit Agreement are hereby amended and restated so that they read, in
      their entirety, respectively, as
follows:

            


    

     

    (d)           Domestic
Borrowing Base Certificate.  As soon as
available, but in any event, within 20 days after the end of each calendar month
(or, if at any time during the preceding consecutive six months Excess
Availability has been less than $30,000,000, or if an Event of Default exists,
at more frequent intervals as requested by the Domestic Agent from time to
time), a Domestic Borrowing Base certificate (the “Domestic Borrowing Base
Certificate”) in substantially the form of Exhibit I, as such
form of certificate may be amended, restated, supplemented or otherwise
modified, from time to time, and certified by the chief financial officer or the
principal accounting officer of Interface to be true and correct as of the date
thereof.  The Borrower shall attach the following to each Domestic
Borrowing Base Certificate which is required to be delivered
hereunder:  (i) a report in form and substance reasonably satisfactory
to the Domestic Agent listing (A) all Domestic Accounts of Borrower as of the
last Business Day of such month, (B) the amount and age of each Domestic Account
on an original invoice date aging basis, (C) if requested from time to time by
Domestic Agent, the name and mailing address of each Account Debtor, (D) all
Domestic Accounts which do not constitute Eligible Domestic Accounts, and (E)
such other information as Domestic Agent may request from time to time in its
commercially reasonable discretion with reasonable advance notice (each, an
“Accounts Receivables
Report”); (ii) a report in form and substance reasonably satisfactory to
Domestic Agent listing (A) all Domestic Inventory and all Eligible Domestic
Flooring Systems Inventory of Borrower as of the last Business Day of such month
and the location thereof, (B) the cost thereof, (C) raw materials,
work-in-process, finished goods, and (D) such other information as Domestic
Agent may request from time to time in its commercially reasonable discretion
upon giving reasonable advance notice thereof (each, an “Inventory Report”); and (iii)
a report listing (A) all of Borrower’s accounts payable, (B) the number of days
which have elapsed since the original date of invoice of such accounts payable,
(C) the name and, if requested by Domestic Agent from time to time, address of
each Person to whom such accounts payable are owed, and (D) such other detail
Domestic Agent may request from time to time in its commercially reasonable
discretion upon giving reasonable advance notice thereof (each, an “Accounts Payable Report”) and
(iv) a report reconciling (A) the information set forth on the Accounts
Receivable Report and the Inventory Report attached to the most recent Borrowing
Base Certificate to (B) the Borrower’s aggregate Domestic Accounts and Domestic
Inventory set forth in the most recent financial statements delivered to
Domestic Agent pursuant to Section 7.07(b)(ii)(which shall be based upon
Borrowers’ general ledger).

     


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    


    (r)           Intercompany
Asset Transfers.  Promptly upon the occurrence thereof, notice
of the transfer of any assets from any Credit Party to any other Domestic
Consolidated Company that is not a Credit Party (in any transaction or series of
related transactions, but excluding transfers in the ordinary course of
business), but only if the assets subject to such transaction or series of
related transactions (i) are Non-Borrowing Base Assets and the aggregate Asset
Value thereof exceeds $1,000,000; (ii) are Borrowing Base Assets (other than
inventory) and the aggregate Asset Value thereof exceeds $500,000 or, if added
to the aggregate Asset Value of all other Borrowing Base Assets subject to
similar transactions within the preceding consecutive twelve months, $1,000,000;
or (iii) constitute inventory and the aggregate Asset Value exceeds $1,000,000;
provided, that
with respect to notices required by subsection (ii) or (iii), above, such notice
shall be accompanied by a pro forma Domestic Borrowing Base Certificate showing
the Domestic Borrowing Base as it will exist after the consummation of such
transaction (or related series of transactions) (it being understood that the
amount by which the Domestic Borrowing Base will be reduced on account of the
removal of any asset therefrom will be equal to, in the case of inventory, the
amount of eligibility allocable thereto as determined in accordance with the
terms of this Agreement);

     

    (s)           Asset
Sales.  Prompt notice of
any Asset Sale or series of related Asset Sales involving any Credit Party’s
machinery, equipment, inventory, or Real Property, but only if the assets
subject to such Asset Sale or series of related Asset Sales (i) are
Non-Borrowing Base Assets and the aggregate Asset Value thereof exceeds
$1,000,000; (ii) are Borrowing Base Assets (other than inventory) and the
aggregate Asset Value thereof exceeds $500,000 or, if added to the aggregate
Asset Value of all other Borrowing Base Assets sold within the preceding
consecutive twelve months, $1,000,000; or (iii) constitute inventory and the
aggregate Asset Value exceeds $1,000,000; provided, that with
respect to notices required by subsection (ii) or (iii), above, such notice
shall be accompanied by a pro forma Domestic Borrowing Base Certificate showing
the Domestic Borrowing Base as it will exist after the consummation of such
Asset Sale (or related series of Asset Sales) (it being understood that the
amount by which the Domestic Borrowing Base will be reduced on account of the
removal of any asset therefrom will be equal to, in the case of inventory, the
amount of eligibility allocable thereto as determined in accordance with the
terms of this Agreement); and

     

    
      	
              (h)  

            	
              Amendments to Section
      7.09.  Section 7.09(a)
      of the Credit Agreement is hereby amended and restated so that it reads,
      in its entirety, as follows:

            


    

     

    (a)           Fixed
Charge Coverage Ratio.  Subject to Section 7.09(b), maintain as
of the last day of each fiscal quarter, a Fixed Charge Coverage Ratio of not
less than 1.10 to 1.00.

     

    
      	
              (i)  

            	
              Amendments to Section
      7.13.  Section 7.13 of
      the Credit Agreement is hereby amended by adding the following as new
      clause (e) thereto:

            


    

     


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    


    (e)           If
any Credit Party acquires any owned Real Property after the date hereof, such
Credit Party will promptly (i) submit to the Domestic Agent a description
thereof and (ii) if such Real Property has a fair market value as determined by
the Domestic Agent in its reasonable credit judgment of $1,500,000 or greater,
within forty-five (45) days at such acquisition, execute and deliver to the
Domestic Agent a Mortgage on such Real Property, together with such lien
searches, title reports, title insurance, surveys, phase I environmental reports
and opinions with respect thereto which the Domestic Agent or the Collateral
Agent may reasonably request (provided, however, that, for
any particular parcel of Real Property or, as contemplated in the definition of
Maximum Real Property Collateral Requirements, any contiguous parcels of Real
Property, such requirements shall not exceed the Maximum Real Property
Collateral Requirements applicable to such parcel or contiguous parcels), and
all provisions of this Agreement that are applicable to Real Property or
Mortgages shall apply thereto.  Any of the foregoing to the contrary
notwithstanding, that parcel or those parcels of Real Property located in or
around LaGrange, Georgia, which are owned by a Credit Party as of the Second
Amendment Effective Date shall be exempt in all respects from the provisions of
this Section 7.13(e) and any requirement to subject such parcel or parcels to a
Mortgage or similar instrument, so long as such parcel or parcels constitute, or
are put the use of, a nature preserve, wetlands, or a nature park (or any
similar use) pursuant to an agreement with any municipality or restrictive
covenants or easements which were placed of record at or near the time such
Credit Party obtained title thereto.

     

    
      	
              (j)  

            	
              Amendments to Section
      8.01.

            


    

     

    
      	
              (i)  

            	
              Section 8.01(g)
      of the Credit Agreement is hereby amended and restated so that it reads,
      in its entirety, as follows:

            


    

     

    (g)           (i)
the Senior Subordinated Notes and other Subordinated Debt (provided that the
aggregate outstanding principal amount of such other Subordinated Debt shall at
no time exceed $50,000,000) and any refinancing or replacement thereof to the
extent expressly permitted by, as to the Senior Subordinated Notes, Section
8.08(f)(iii) and, as to other Subordinated Debt, Section 8.08(f)(iv), and (ii)
the Existing Senior Notes.

     

    
      	
              (ii)  

            	
              Section 8.01(j)
      of the Credit Agreement is hereby amended and restated so that it reads,
      in its entirety, as follows:

            


    

     

    (j)           the
Additional Senior Notes; provided
that,

     

    (i)           Interface
shall, subject to the provisions of this subsection (j) and Section
8.08(f)(i)(to the extent applicable), Interface shall use the Specified Net
Proceeds only for purposes of one or more “Permitted Uses,” which, for purposes
of this Agreement, shall mean the retirement, repayment, prepayment,
refinancing, redemption, repurchase, defeasance, or other discharge of the
principal amount of the Existing Senior Notes (A) at the maturity thereof or (B)
from time to time pursuant to Section 8.08(f)(i)(and, in either case, in
connection therewith, paying (x) any customary transactional costs, expenses,
commissions, and fees related thereto (including, without limitation, reasonable
attorneys’ and brokers’ fees), (y) any accrued and unpaid interest on the
Existing Senior Notes, and (z) any premiums in respect of the Existing Senior
Notes).  As used in this Agreement, the terms (1) “Stated Net Proceeds” shall
mean the proceeds of the Additional Senior Notes, net of commissions, fees,
reasonable legal expenses, and other costs customarily applicable to the
issuance of similar notes, together with any interest which may accrue thereon
and (2) “Specified Net
Proceeds” shall mean the first $142,000,000 of the Stated Net Proceeds
or, if the initial amount of Stated Net Proceeds is less than $142,000,000 the
amount of the Stated Net Proceeds.

     


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    


    


     

    (ii)           All
Specified Net Proceeds shall be deposited into, and whatever balance of such
Specified Net Proceeds remains from time to time shall remain on deposit in or
invested in, one or more deposit accounts or investment accounts established and
maintained by Interface at the Collateral Agent (each such deposit account or
investment account, a “Specified Account” and,
collectively, the “Specified
Accounts”), with it being agreed that:

     

    (A)           subject
to the following clause (B), at least one Business Day before making any
withdrawal of Specified Net Proceeds from any Specified Account (or such shorter
period as Domestic Agent may agree to in writing in its discretion), Interface
shall have provided Domestic Agent with a reasonably detailed written
description of the applicable Permitted Use to be consummated, together with a
written accounting of the application of such Specified Net Proceeds;
and

     

    (B)           any
other provision of this Agreement or the other Credit Documents to the contrary
notwithstanding, (1) Interface may withdraw Specified Net Proceeds from a
Specified Account only for purposes of consummating a Permitted Use
contemporaneously with such withdrawal; (2) Interface may not withdraw any
Specified Net Proceeds from any Specified Account while any Default under
Section 9.01 or 9.07 exists or at any time after the Obligations have been
accelerated or deemed accelerated under the last paragraph of Article IX; (3)
neither the Domestic Agent, the Collateral Agent nor any of the Lenders or their
Affiliates will exercise any rights or remedies with respect to the Specified
Net Proceeds or any Specified Account (other than the customary rights of
set-off solely for costs, expenses, and fees relating to the establishment,
existence, and administration of such Specified Account) unless the Obligations
have been accelerated or deemed accelerated under the last paragraph of Article
IX; and (4) the requirements of clauses (i) and (ii) of this subsection (j)
shall cease to be effective upon the Domestic Agent’s receipt of, and reasonable
satisfaction with, evidence that the outstanding principal balance of the
Existing Senior Notes has been paid in full and discharged, in which case the
Domestic Agent shall follow the instructions of Interface as to the disposition
of any remaining Specified Net Proceeds or other funds in any Specified
Account;

     

    (iii)           subject
to Interface’s compliance with the terms of this subsection (j), some or all
remaining principal of the Existing Senior Notes and the Additional Senior Notes
may remain outstanding up to the stated maturity of the Existing Senior Notes,
but after the stated maturity of the Existing Senior Notes has occurred, no
principal balance of the Existing Senior Notes may be outstanding;
and

     

    (iv)           the
Additional Senior Notes Indenture and any guarantees, security agreements,
pledge agreements, mortgages, and other documents constituting supporting
obligations thereof, when and as executed, are in form and substance
satisfactory to the Domestic Agent and the Required Lenders (with it being
agreed that, to the extent any such document is substantively similar to the
corresponding document executed and delivered in connection with this Agreement,
such document shall be satisfactory).

     

    
      	
              (k)  

            	
              Amendments to Section
      8.02.  Section 8.02 of
      the Credit Agreement is hereby amended by deleting “; and” at then end of
      clause (i) thereof and substituting “;” in lieu thereof, deleting “.” at
      the end of clause (j) and substituting “; and” in lieu thereof, and adding
      the following as a new clause (k):

            


    

     


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (k)

            	
              the
      Additional Senior Notes Second Liens, so long as such Liens are subject to
      the Additional Senior Notes Intercreditor Agreement and the Additional
      Senior Notes Intercreditor Agreement remains in full force and
      effect.

            


    

     

    
      	
              (l)  

            	
              Amendments to Section
      8.08.  Clauses (e) and (f) of Section 8.08 of
      the Credit Agreement are hereby amended and restated so that they read,
      respectively, in their entirety, as
follows:

            


    

     

    (e)           repayments
or repurchases of any of the Senior Notes or other long-term Indebtedness (but
not including any repayment or repurchase thereof with the proceeds of any
retirement, repayment, prepayment, refinancing, redemption, repurchase,
defeasance or other discharge thereof or of any equity issuance which, in each
case, is described in Section 8.08(f)), in whole or in part, provided that (i)
before making any such repayment or repurchase, Interface shall have delivered
to the Domestic Agent written notice of its intention to make such repayments or
repurchases, which notice shall specify the series of Senior Notes to be repaid
or repurchased and state the maximum amount of any such repayments or
repurchases Interface desires to make during the 30-day period following the
date of such notice and (ii) at the time of making or consummating such
repayment or repurchase, and after giving effect thereto, (A) no Default or
Event of Default shall have occurred and be continuing or would result therefrom
(it being agreed that Interface will, from time to time upon the Domestic
Agent’s reasonable request, provide the Domestic Agent with an accounting of all
repayments and repurchases made pursuant to this subclause (e), in such form and
with such detail as the Domestic Agent may reasonably request), and (B) Excess
Availability shall be equal to or greater than $35,000,000;

     

    (f)           (i)           subject
to the final paragraph of this clause (f), retirement, repayment, prepayment,
redemption, repurchase, defeasance, or other discharge of the Existing Senior
Notes, in whole or in part, with (1) the proceeds of the Additional Senior Notes
through one or more of the following transactions as selected by Interface from
time to time:  (A) one or more tender offers for the repurchase of
Existing Senior Notes; (B) one or more market transactions constituting
repurchases of Existing Senior Notes; or (C) the exercise of any defeasance,
optional redemption or call provisions of the Existing Senior Notes Indenture
relating to the Existing Senior Notes; (2) an exchange offer for the exchange of
some or all of the Existing Senior Notes for Additional Senior Notes; or (3) the
proceeds of any offering of equity securities;

     

     (ii)           subject
to the final paragraph of this clause (f), repayments or repurchases of the
Additional Senior Notes, in whole or in part, with (1) the proceeds of any
refinancing or replacement thereof in the aggregate principal amount not to
exceed $175,000,000, having a maturity not earlier than the date which is ninety
(90) days following the Stated Maturity Date, and having financial and other
covenants not less favorable to Interface in any material respect than those
covenants in effect with respect to such Additional Senior Notes, or otherwise
on terms and conditions reasonably satisfactory to the Domestic Agent and the
Required Lenders; provided that,
anything herein to the contrary notwithstanding, such refinancing or replacement
Indebtedness may be secured by a Lien on all or substantially all of the assets
of the Credit Parties so long as such Lien is subordinate in priority to the
Liens granted to, or for the benefit of, the Secured Parties granted under the
Security Documents, on terms and pursuant to documentation substantively similar
to the Additional Senior Notes Intercreditor Agreement in all respects or (2)
the proceeds of any offering of equity securities;

     


    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    


    


     

    (iii)           subject
to the final paragraph of this clause (f), repayments or repurchases of the
Senior Subordinated Notes, in whole or in part, with (1) the proceeds of any
unsecured refinancing or replacement thereof constituting Subordinated Debt in
the aggregate principal amount not to exceed $135,000,000, having a maturity not
earlier than the later of (A) the date which is ninety (90) days following the
Stated Maturity Date and (B) the maturity of the Senior Subordinated Notes,
having subordination terms not less favorable in any material respect to the
Secured Parties than those subordination terms in effect with respect to the
Senior Subordinated Notes, and having financial and other covenants not less
favorable to Interface in any material respect than those covenants in effect
with respect to such Senior Subordinated Notes, or otherwise on terms and
conditions reasonably satisfactory to the Domestic Agent and the Required
Lenders or (2) the proceeds of any offering of equity securities;

     

    (iv)           subject
to the final paragraph of this clause (f), repayments or repurchases of
long-term Indebtedness (other than Indebtedness evidenced by the Senior Notes),
in whole or in part, with (1) the proceeds of any unsecured refinancing or
replacement thereof having a maturity not earlier than the date which is ninety
(90) days following the Stated Maturity Date and having financial and other
covenants not less favorable to Interface in any material respect than those
covenants in effect with respect to such long-term Indebtedness, or otherwise on
terms and conditions reasonably satisfactory to the Domestic Agent and the
Required Lenders; provided that, if
such long-term Indebtedness is Subordinated Debt, such refinancing or
replacement thereof must be Subordinated Debt or (2) the proceeds of any
offering of equity securities;

     

    Before
consummating any such retirement, repayment, prepayment, refinancing,
redemption, repurchase, defeasance, or other discharge, as the case may be,
pursuant to this clause (f), Interface shall deliver to the Domestic Agent not
less than 15 days’ (or such lesser number of days as is agreed to by the
Domestic Agent in its discretion) prior written notice of its intention to
undertake such retirement, repayment, prepayment, refinancing, redemption,
repurchase, defeasance, or other discharge, which notice shall specify the
series of Existing Senior Notes, Additional Senior Notes, Senior Subordinated
Notes or other long-term Indebtedness to be repaid or repurchased and, in
reasonable details, the transactions which will provide the source of funds to
be applied to such repayment or repurchase; provided, however, that no
notice under this paragraph shall be required with respect to any retirement,
repayment, prepayment, redemption, repurchase, defeasance, or other discharge of
any Existing Senior Note with any Specified Net Proceeds, so long as Borrower is
otherwise complies with the terms of Section 8.01(j) with respect
thereto.

     

    
      	
              (m)  

            	
              Amendment to Section
      8.11.  Section 8.11 of
      the Credit Agreement is hereby amended and restated so that it reads, in
      its entirety, as follows:

            


    

     


    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    


    Section
8.11                                Additional
Negative Pledges.  Create or
otherwise cause or suffer to exist or become effective, directly or indirectly,
any prohibition or restriction on the creation or existence of any Lien upon any
asset of any Domestic Consolidated Company, other than pursuant to (i) Section
8.02 of this Agreement, Section 4.10 of the Existing Senior Notes Indenture, the
section of the Additional Senior Notes Indenture most comparable to Section 4.10
of the Existing Senior Notes, if any, and Section 4.10 of the Senior
Subordinated Notes Indenture, (ii) the terms of any agreement, instrument or
other document pursuant to which any Indebtedness permitted by Section 8.02(b)
or Section 8.02(f) is incurred by any Domestic Consolidated Company, so long as
such prohibition or restriction applies only to the property or asset being
financed by such Indebtedness, and (iii) any requirement of applicable law or
any regulatory authority having jurisdiction over any of the Domestic
Consolidated Companies.

     

    
      	
              (n)  

            	
              Amendment to Section
      8.12.  Section 8.12 of
      the Credit Agreement is hereby amended and restated so that it reads, in
      its entirety, as follows:

            


    

     

    Section
8.12.                                Limitation
on Payment Restrictions Affecting Domestic Consolidated Companies.  Create or
otherwise cause or suffer to exist or become effective, any consensual
encumbrance or restriction on the ability of any Domestic Consolidated Company
to (i) pay dividends or make any other distributions on such Consolidated
Company’s stock, other than (A) restrictions on payment of dividends imposed
under the Existing Senior Notes Indenture, Additional Senior Notes Indenture
(but only to the extent the relevant terms in the Additional Senior Notes
Indenture are substantively similar to comparable terms in the Existing Senior
Notes Indenture), and the Senior Subordinated Notes Indenture and (B)
restrictions on the payment of dividends on Interface’s common stock imposed in
connection with the Convertible Preferred Stock, or (ii) pay any indebtedness
owed to Interface or any Domestic Consolidated Company, or (iii) transfer any of
its property or assets to Interface or any Domestic Consolidated Company, except
any consensual encumbrance or restriction existing under the Credit
Documents

     

    
      	
              (o)  

            	
              Amendment to Section
      8.13.  Section 8.13 of
      the Credit Agreement is hereby amended and restated so that it reads, in
      its entirety, as follows:

            


    

     

    Section
8.13.                                Actions
Under Certain Documents.  Without the prior
written consent of the Domestic Agent (which consent shall not be unreasonably
withheld), (a) modify, amend, cancel or rescind the Intercompany Loans or
Intercompany Loan Documents, or Subordinated Debt or any agreements or documents
evidencing or governing Subordinated Debt (except that an Intercompany Loan
permitted by Section 8.01 or Section 8.05 may be modified or amended so
long as it otherwise satisfies the requirements of Section 8.01 or Section
8.05, respectively), or, once effective, the Additional Notes Indenture or any
guarantees, security agreements, pledge agreements, mortgages, or other
documents constituting supporting obligations thereof, or (b) make demand of
payment or accept payment on any Intercompany Loans except as otherwise
expressly permitted in this Section 8, and except that current interest accrued
thereon as of the date of this Agreement and all interest subsequently accruing
thereon (whether or not paid currently) may be paid unless an Event of Default
has occurred and is continuing.


    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    


    


    
      	
              (p)  

            	
              Amendment to Section
      9.10.  Section 9.10 of
      the Credit Agreement is hereby amended and restated so that it reads, in
      its entirety, as follows:

            


    

     

    Section
9.10.                                Invalidity
of Intercreditor Provisions.  (a) Any Credit Party or any
creditor of Borrower or any of its Subsidiaries violates or otherwise fails to
comply with the terms and conditions of the Additional Senior Notes
Intercreditor Agreement or any other subordination agreement, subordination
provisions, or other document which governs or establishes, or purports to
govern or establish, the lien or debt priority of any Senior Notes relative to
the Obligations, (b) if the Additional Senior Notes Intercreditor Agreement or
any such other subordination agreement, subordination provisions, or document,
for whatever reason, is rendered or adjudged, or becomes, null and void or
unenforceable against any holder of any Senior Notes, or (c) any party subject
to the Additional Senior Notes Intercreditor Agreement or any such other
subordination agreement, subordination provisions, or document, for whatever
reason, repudiates or denies, in writing, its obligations or liabilities
thereunder;

     

    
      	
              (q)  

            	
              Amendment to Section
      11.01.  Section 11.01
      of the Credit Agreement is hereby amended and restated so that it reads,
      in its entirety, as follows:

            


    

     

    Section
11.01.                                Notices.

     

    (a)           All
notices, requests and other communications to any party hereunder or any other
Credit Party shall be in writing (including bank wire, facsimile, an electronic
format such as electronic mail and internet webpages or similar teletransmission
or writing), shall be in the English language, and shall be given to such party
at its address or applicable facsimile number set forth in Section 11.01(b), or
such other address or applicable facsimile number as such party may hereafter
specify by notice to the Domestic Agent and the Borrower (on behalf of itself
and the other Credit Parties).  Each such notice, request or other
communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (ii) if given by facsimile, electronic mail or
posting on an internet web page, on the date of delivery, or (iii) if given by
any other means (including, without limitation, by air courier), when delivered
or received at the address specified in this Section; provided that notices
to the Domestic Agent shall not be effective until received.

     

    (b)           Notices
to any party shall be sent to it at the following addresses, or any other
address as to which all the other parties are notified in writing:

     

    If to the
Borrower, any L/C Account Party, or

    any other
Credit Party:

    


    Interface,
Inc.

    2859
Paces Ferry Rd., Ste. 2000

    Atlanta,
Georgia  30339

    Attention:  Patrick
C. Lynch

          Chief
Financial Officer

    Telephone
No.:  770-437-6848

    Telecopy
No.:  770-437-6887

    



    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    


    With
copies to:

    


    Kilpatrick
Stockton LLP

    1100
Peachtree St., Ste. 2800

    Atlanta,
Georgia  30309

    Attention:  Hilary
Jordan

    Telephone
No.:  404-815-6500

    Telecopy
No.:  404-815-6555

    


    If to
Wachovia as Domestic Agent:

    


    Wachovia
Bank, National Association

    Charlotte
Plaza, CP-23

    201 South
College Street

    Charlotte,
North Carolina  28288-0680

    Attention:  Syndication
Agency Services

    Telephone
No.:  704-374-2698

    Telecopy
No.:  704-383-0288

    


    With
copies to:

    


    Wachovia
Bank, National Association

    171 17th
Street NW

    MC GA4524
/ 4th Floor

    Atlanta,
Georgia  30363

    Attention:  Daniel
Denton

    Telephone
No.:  404-214-1696

    Telecopy
No.:  404-214-3963

    


    If to any
Lender:

    


    To the address set forth on Schedule
1.1(a) hereto.

    


    
      	
              (r)  

            	
              Amendment to Section
      11.06.  Section
      11.06(g) of the Credit Agreement is hereby amended and restated so
      that it reads, in its entirety, as
follows:

            


    

     

    (g)           If
(i) any Taxes referred to in Section 4.07(b) have been levied or imposed so as
to require withholdings or deductions by Borrower and payment by Borrower of
additional amounts to any Lender as a result thereof, (ii) any Lender shall make
demand for payment of any material additional amounts as compensation for
increased costs or for its reduced rate of return pursuant to Sections 4.10,
4.17, or 2A.06(a), (iii) any Lender shall decline to consent to a modification
or waiver of the terms of this Agreement or the other Credit Documents requested
by Interface, (iv) there is the commencement of or the taking of possession by,
a receiver, custodian, conservator, trustee or liquidator of a Lender, or the
declaration by the appropriate regulatory authority that such Lender is
insolvent, or (v) any Lender is a Defaulting Lender, then and in such event,
upon request from Interface delivered to such Lender and the Domestic Agent,
such Lender shall assign, in accordance with the provisions of Section 11.06(c),
all of its rights and obligations under this Agreement and the other Credit
Documents to another Lender or an Eligible Assignee selected by Interface, in
consideration for the payment by such assignee to the Lender of the principal
of, and interest on, the outstanding Loans accrued to the date of such
assignment, and the assumption of such Lender’s Domestic Syndicated Loan
Commitment hereunder, together with any and  all other amounts owing
to such Lender under any provisions of this Agreement or the other Credit
Documents accrued to the date of such assignment.

     


    
      
         


      

      
        - 19
-

        
          

        

      

      
         


      

    


    


    
      	
              (s)  

            	
              Amendment to Exhibit
      H.  Exhibit H
      attached to the Credit Agreement is hereby replaced with the Exhibit H
      attached hereto as Annex
      I.

            


    

     

    
      	
              (t)  

            	
              New Exhibit
      L.  The form of intercreditor agreement attached hereto
      as Annex
      II is hereby added to the Credit Agreement as a new Exhibit
      L.

            


    

     

    
      	
              (u)  

            	
              Amendment and
      Restatement of Certain Schedules.  Schedules
      1.1(a), 6.01, 6.13, 6.18, and 8.02 attached
      to the Credit Agreement are hereby amended and restated by the Schedules
      of corresponding numbers attached hereto as Annex III (and
      made a part hereof); provided that, each such amended and restated
      Schedule shall be prepared as of the Second Amendment Effective Date with
      the understanding and agreement that, to the extent the corresponding
      former Schedule was prepared as of the Closing Date, the amended and
      restated Schedule shall be prepared as of the Second Amendment Effective
      Date.

            


    

     

    
      	
              3.  

            	
              Certain Provisions
      Concerning Interface Global Company
APS.

            


    

     

    
      	
              (a)  

            	
              On
      December 29, 2004, the Borrower, Interface Europe Ltd., and Interface
      Europe B.V., as “Borrowers,” certain “Subsidiary L/C Account Parties”
      described therein, the “Lenders” party thereto, and the Domestic Agent, in
      its capacities as “Domestic Agent,” “Multicurrency Agent,” and “Collateral
      Agent” executed and delivered that certain Second Amendment to Fifth
      Amended and Restated Credit Agreement and Waiver (the “2004
      Amendment”).  On December 12, 2008, the Borrower, the
      Subsidiary L/C Account Party, the Lenders party thereto, the Domestic
      Agent, and the Collateral Agent executed and delivered that certain
      Consent Under Credit Agreement (the “2008
      Consent”).

            


    

     

    
      	
              (b)  

            	
              The
      terms of Section 2(g) of the 2004 Amendment and the terms of the 2008
      Consent shall continue in existence and shall continue to be enforceable
      in accordance with their terms and shall survive the execution and
      delivery and the effectiveness of this
  Agreement.

            


    

     

    
      	
              4.  

            	
              Post-Amendment
      Covenant Regarding Intellectual Property.  In connection
      with the Fifth Amendment and Restatement of the Credit Agreement, the
      Collateral Agent and SunTrust Bank (“Prior Collateral
      Agent”), in its capacity as the Collateral Agent’s predecessor in
      interest as Collateral Agent, entered into an agreement pursuant to which
      Prior Collateral Agent agreed to serve as a sub-collateral agent to the
      Collateral Agent with respect to certain filings and recordings made by
      Prior Collateral Agent regarding the Credit Parties’ Intellectual Property
      (the “Existing
      SunTrust Filings”).  The Borrower agrees that (a) it
      shall, within three Business Days following Collateral Agent’s delivery
      thereof to Borrower, execute and deliver to the Collateral Agent such
      documents as the Collateral Agent shall reasonably request to effect an
      assignment of the Existing SunTrust Filings from Prior Collateral Agent to
      Collateral Agent and (b) shall exercise its best efforts to obtain, within
      ten Business Days following Collateral Agent’s delivery thereof to
      Borrower, Prior Collateral Agent’s execution and delivery of such same or
      similar documents, all for purposes of effecting an assignment of the
      Existing SunTrust Filings from Prior Collateral Agent to Collateral
      Agent.

            


    

     


    
      
         


      

      
        - 20
-

        
          

        

      

      
         


      

    


    
      	
              5.  

            	
              Post-Amendment
      Covenant Regarding Certificated Securities.  The Borrower
      agrees to deliver, at its expense and within ten Business Days after the
      Second Amendment Effective Date (or such longer period of time as may be
      agreed to by the Collateral Agent in its discretion), (a) replacement
      certificates for all certificated securities which have been pledged to
      the Collateral Agent but which were issued by or are owned by a Person
      whose true legal name is not longer accurately shown on such certificated
      securities and (b) any certificated securities which, pursuant to the
      terms of the Credit Documents, are required to be pledged to the
      Collateral, together, in each of the foregoing cases, blank stock powers
      with respect thereto, in form and substance reasonably satisfactory to the
      Collateral Agent.

            


    

     

    
      	
              6.  

            	
              Conditions
      Precedent.  This Amendment shall become effective only
      upon the satisfaction of the following conditions precedent (or the waiver
      thereof by the Agent):

            


    

     

    
      	
              (a)  

            	
              execution
      and delivery of this Amendment by the Borrower, the Subsidiary L/C Account
      Party, the Agent, and all Lenders;

            


    

     

    
      	
              (b)  

            	
              execution
      and delivery the Consent and Reaffirmation of Guarantors at the end hereof
      by each of the Domestic Guarantors;

            


    

     

    
      	
              (c)  

            	
              execution
      and delivery of that certain Amended and Restated Pledge and Security
      Agreement by and among each of the Credit Parties and the Collateral
      Agent;

            


    

     

    
      	
              (d)  

            	
              execution
      and delivery of one or more Intellectual Property Security Agreements
      respecting such Intellectual Property which is not, as of the date of this
      Amendment, subject to an Intellectual Property Security
      Agreement;

            


    

     

    
      	
              (e)  

            	
              execution
      and delivery of that certain Amended and Restated Subsidiary Guaranty by
      and among each of the Subsidiary Guarantors and the
  Agent;

            


    

     

    
      	
              (f)  

            	
              execution
      and delivery of that certain Amended and Restated Interface Guaranty by
      and between the Borrower and the
Agent;

            


    

     

    
      	
              (g)  

            	
              execution
      and delivery of that certain Amended and Restated Contribution Agreement
      by and among the Credit Parties;

            


    

     

    
      	
              (h)  

            	
              evidence
      reasonably satisfactory to the Agent that the Additional Senior Notes are
      permitted debt under the Existing Senior Notes Indenture and the Senior
      Subordinated Notes Indenture and, with respect to the Senior Subordinated
      Notes Indenture, constitute “Designated Senior Indebtedness” thereunder,
      which evidence may include, without limitation, pro forma calculations and
      opinions of counsel if the same are reasonably requested by the Agent;
      and

            


    

     

    
      	
              (i)  

            	
              execution
      and delivery of a fee letter by and between the Borrower and the Domestic
      Agent (and in form and substance satisfactory to the Domestic Agent)
      concerning the amendment fees payable to each of the Lenders in
      consideration of its execution and delivery of this Amendment and receipt
      by the Domestic Agent, for the benefit of the Lenders party hereto, of
      such amendment fee.

            


    

     


    
      
         


      

      
        - 21
-

        
          

        

      

      
         


      

    


    


     

    
      	
              7.  

            	
              Miscellaneous
      Terms.

            


    

     

    
      	
              (a)  

            	
              Effect of
      Amendment.

            


    

     

    
      	
              (i)  

            	
              Except
      as set forth expressly hereinabove, all terms of the Credit Agreement and
      the other Credit Documents shall be and remain in full force and effect,
      and shall constitute the legal, valid, binding, and enforceable
      obligations of the Borrower and the Subsidiary L/C Account
      Party.

            


    

     

    
      	
              (ii)  

            	
              Prior
      to the date of this Amendment, the Domestic Agent, the Collateral Agent,
      and the Lenders executed and delivered into escrow signature pages to a
      draft Second Amendment to Sixth Amended and Restated Credit Agreement (the
      “Draft Second
      Amendment”).  Each of the parties hereto acknowledges and
      agrees that the Draft Second Amendment never became, and is not,
      effective, because Interface and the other Credit Parties did not execute
      and deliver it and the Domestic Agent, the Collateral Agent, and the
      Lenders did not release their respective signature pages from the escrow
      arrangements attendant thereto.

            


    

     

    
      	
              (b)  

            	
              No Novation or Mutual
      Departure.  Each of the Borrower and the Subsidiary L/C
      Account Party expressly acknowledges and agrees that (i) there has not
      been, and this Amendment does not constitute or establish, a novation with
      respect to the Credit Agreement or any of the other Credit Documents, or a
      mutual departure from the strict terms, provisions, and conditions
      thereof, other than as expressly set forth in Sections 2 and 3 hereof, and
      (ii) nothing in this Amendment shall affect or limit the Agent’s or the
      Lenders’ right to demand payment of liabilities owing from the Borrower or
      the Subsidiary L/C Account Party to the Agent and the Lender under, or to
      demand strict performance of the terms, provisions and conditions of, the
      Credit Agreement and the other Credit Documents, to exercise any and all
      rights, powers and remedies under the Credit Agreement or the other Credit
      Documents or at law or in equity, or to do any and all of the foregoing,
      immediately at any time after the occurrence of a Default or an Event of
      Default under the Credit Agreement or the other Credit
      Documents.

            


    

     

    
      	
              (c)  

            	
              Ratification.  Each
      of the Borrower and the Subsidiary L/C Account Party (i) hereby restates,
      ratifies, and reaffirms each and every term, covenant, and condition set
      forth in the Credit Agreement and the other Credit Documents to which it
      is a party effective as of the date hereof and (ii) restates and renews
      each and every representation and warranty heretofore made by it in the
      Credit Agreement and the other Credit Documents as fully as if made on the
      date hereof and with specific reference to this Amendment and all other
      Credit Documents executed and/or delivered in connection therewith (except
      with respect to representations and warranties made as of an expressed
      date, in which case such representations and warranties shall be true and
      correct as of such date).

            


    

     


    
      
         


      

      
        - 22
-

        
          

        

      

      
         


      

    


    


     

    
      	
              (d)  

            	
              No
      Default.  To induce the Agent and Lenders party hereto to
      enter into this Amendment and to continue to make advances pursuant to the
      Credit Agreement (subject to the terms and conditions thereof), each of
      the Borrower and the Subsidiary L/C Account party hereby acknowledges and
      agrees that, as of the date hereof, and after giving effect to the terms
      hereof, there exists (i) no Default or Event of Default and
      (ii) no right of offset, defense, counterclaim, claim, or objection
      in favor of any of the Borrower or the Subsidiary L/C Account Party
      arising out of or with respect to any of the Loans or other obligations of
      the Borrower or the Subsidiary L/C Account Party owed to the Agent or the
      Lenders under the Credit Agreement.

            


    

     

    
      	
              (e)  

            	
              Counterparts.  This
      Amendment may be executed in any number of counterparts and by different
      parties hereto in separate counterparts, each of which when so executed
      and delivered shall be deemed to be an original and all of which
      counterparts, taken together, shall constitute but one and the same
      instrument.  This Amendment may be executed by each party on
      separate copies, which copies, when combined so as to include the
      signatures of all parties, shall constitute a single counterpart of the
      Amendment.

            


    

     

    
      	
              (f)  

            	
              Fax or Other
      Transmission.  Delivery by one or more parties hereto of
      an executed counterpart of this Amendment via facsimile, telecopy, or
      other electronic method of transmission pursuant to which the signature of
      such party can be seen (including, without limitation, Adobe Corporation’s
      Portable Document Format) shall have the same force and effect as the
      delivery of an original executed counterpart of this
      Amendment.  Any party delivering an executed counterpart of this
      Amendment by facsimile or other electronic method of transmission shall
      also deliver an original executed counterpart, but the failure to do so
      shall not affect the validity, enforceability, or binding effect of this
      Amendment.

            


    

     

    
      	
              (g)  

            	
              Section
      References.  Section titles and references used in this
      Amendment shall be without substantive meaning or content of any kind
      whatsoever and are not a part of the agreements among the parties hereto
      evidenced hereby.

            


    

     

    
      	
              (h)  

            	
              Further
      Assurances.  Each of the Borrower and the Subsidiary L/C
      Account Party agrees to take such further actions as the Agent shall
      reasonably request in connection herewith to evidence the amendments set
      forth herein.

            


    

     

    
      	
              (i)  

            	
              Governing
      Law.  This Amendment shall be governed by and construed
      and interpreted in accordance with the laws of the State of New
      York.

            


    

     

     [SIGNATURES
ON FOLLOWING PAGES.]

     


    
      
         


      

      
        - 23
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of the
Borrower, the Subsidiary L/C Account Party, the Agent, and the Lenders has
caused this Amendment to be duly executed by its duly authorized officer as of
the day and year first above written.

    


    


    
      
        	 
      	
                INTERFACE, INC., a
      Georgia corporation, as Borrower

              
	 
      	
                 

                 

                By:  /s/ Patrick C.
      Lynch                                                         
      

                 

                Name:  Patrick
      C. Lynch

                 

                Title:  Senior
      Vice President

              


      

    


    
      
         


      

      
        - 24
-

        
          

        

      

      
         


      

    


    


    
      
        	 
      	
                INTERFACEFLOR, LLC, as
      Subsidiary L/C Account Party

              
	 
      	
                 

                By:  /s/ Patrick C.
      Lynch                                                         
      

                 

                Name:  Patrick
      C. Lynch

                 

                Title:  Senior
      Vice President

              


      

    


    
      
         


      

      
        - 25
-

        
          

        

      

      
         


      

    


    


    
      	 
      	
               

              WACHOVIA
      BANK,

              NATIONAL
      ASSOCIATION,

              as
      Domestic Agent, Collateral Agent

              and
      as a Lender

            
	 
      	
               

               

              By:  /s/ Daniel
      Denton                                              
      

               

              Name:  Daniel
      Denton

               

              Title:  Director

               

            


    


    
      
         


      

      
        - 26
-

        
          

        

      

      
         


      

    


    


    
      
        	 
      	
                BANK OF AMERICA, N.A.
      (as successor to Fleet Capital Corporation), as a
Lender

              
	 
      	
                 

                 

                By:  /s/ Sherry
      Lail                                                    
      

                 

                Name:  Sherry
      Lail

                 

                Title:  Senior
      Vice President

              


      

    


    
      
         


      

      
        - 27
-

        
          

        

      

      
         


      

    


    


    
      
        	 
      	
                GENERAL ELECTRIC CAPITAL
      CORPORATION, as a Lender

              
	 
      	
                 

                 

                By:  /s/ Marni
      McManus                                             
      

                 

                Name:  Marni
      McManus

                 

                Title:  Director

              


      

    


    
      
         


      

      
        - 28
-

        
          

        

      

      
         


      

    


    


    
      
        	 
      	
                CITIBANK, N.A., as a
      Lender

              
	 
      	
                 

                By:  /s/ Philip
      Carfora                                             
      

                 

                Name:  Philip
      Carfora

                 

                Title:  Duly
      Authorized Signatory

              


      

    

    


    



    
      
         


      

      
        - 29
-

        
          

        

      

      
         


      

    


    CONSENT
AND REAFFIRMATION OF GUARANTORS

    


    Each of the undersigned (i)
acknowledges receipt of the foregoing Second Amendment to Sixth Amended and
Restated Credit Agreement (the “Amendment”), (ii)
consents to the execution and delivery of the Amendment by the parties thereto,
and (iii) reaffirms all of its obligations and covenants under the Credit
Agreement, the Fifth Amended and Restated Interface Guaranty Agreement, and the
Fifth Amended and Restated Subsidiary Guaranty Agreement, as applicable, each
dated as of May 14, 2009, executed by it (as the same may be amended, restated,
supplemented, or otherwise modified from time to time), and agrees that none of
such obligations and covenants shall be reduced or limited by the execution and
delivery of the Amendment.

     

    This Consent and Reaffirmation of
Guarantors (this “Consent”) may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same instrument.  This Consent may be
executed by each party on separate copies, which copies, when combined so as to
include the signatures of all parties, shall constitute a single counterpart of
the Consent.

    


    


    
      
        	 
      	
                INTERFACE,
      INC

              
	 
      	
                 

                 

                By:  /s/ Patrick C.
      Lynch                                             
      

                 

                Name:  Patrick
      C. Lynch

                 

                Title:  Senior
      Vice President

              


      

    

    



    
      
         


      

      
        - 30
-

        
          

        

      

      
         


      

    


    
      
        	 	 INTERFACEFLOR,
      LLC
	
                 
      

              	
                BENTLEY
      PRINCE STREET, INC.

              


      

    

    
      	
               
      

            	
              BENTLEY
      MILLS, INC.

            


    

    
      	
               
      

            	
              COMMERCIAL
      FLOORING SYSTEMS, INC.

            


    

    
      	
               
      

            	
              FLOORING
      CONSULTANTS, INC.

            


    

    
      	
               
      

            	
              INTERFACE
      AMERICAS, INC.

            


    

    
      	
               
      

            	
              INTERFACE
      ARCHITECTURAL RESOURCES, INC.

            


    

    
      	
               
      

            	
              INTERFACE
      OVERSEAS HOLDINGS, INC.

            


    

    
      	
               
      

            	
              FLOR,
      INC.

            


    

    
      	
               
      

            	
              QUAKER
      CITY INTERNATIONAL, INC.

            


    

    
      	
               
      

            	
              RE:SOURCE
      AMERICAS ENTERPRISES, INC.

            


    

    
      	
               
      

            	
              RE:SOURCE
      MINNESOTA, INC.

            


    

    
      	
               
      

            	
              RE:SOURCE
      NORTH CAROLINA, INC.

            


    

    
      	
               
      

            	
              RE:SOURCE
      NEW YORK, INC.

            


    

    
      	
               
      

            	
              RE:SOURCE
      OREGON, INC.

            


    

    
      	
               
      

            	
              RE:SOURCE
      SOUTHERN CALIFORNIA, INC.

            


    

    
      	
               
      

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

            


    

    
      	
               
      

            	
              SOUTHERN
      CONTRACT SYSTEMS, INC.

            


    

    
      	
               
      

            	
              SUPERIOR/REISER
      FLOORING RESOURCES, INC.

            


    

    


    


    
      
        	 
      	
                 

                By:  /s/ Patrick C.
      Lynch                                             
      

                 

                Name:  Patrick
      C. Lynch

                 

                Title:  Senior
      Vice President

              


      

    

    


    


    



    
      
         


      

      
        - 31
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              INTERFACE
      GLOBAL COMPANY APS

            


    

    


    
      
        	 
      	
                 

                By:  /s/ Raymond S.
      Willoch                                  
      

                 

                Name:  Raymond
      S. Willoch

                 

                Title:  Senior
      Vice President and Director

              


      

    

    


    


    


    INTERFACESERVICES,
INC.

    


    
      
        	 
      	
                 

                By:  /s/ Keith
      E.
      Wright                                        
       

                 

                Name:  Keith
      E. Wright

                 

                Title:  Treasurer

              


      

    

    


    


    


    INTERFACE
REAL ESTATE HOLDINGS, LLC,

    


    By:           BENTLEY
PRINCE STREET, INC., its sole member

    


    
      
        	 
      	
                 

                By:  /s/ Patrick C.
      Lynch                                 
           

                 

                Name:  Patrick
      C. Lynch

                 

                Title:  Senior
      Vice President

              


      

    

    



    
      
         


      

      
        - 32
-

        
          

        

      

      
         


      

    


    


    INTERFACE
AMERICAS HOLDINGS, LLC,

    


    By:           INTERFACE,
INC., its manager

    


    


    
      
        	 
      	
                 

                By:  /s/
      Patrick C.
      Lynch                                     
      

                 

                Name:  Patrick
      C. Lynch

                 

                Title:  Senior
      Vice President

              


      

    

    


    


    INTERFACE
AMERICAS RE:SOURCE TECHNOLOGIES, LLC,

    


    By:           INTERFACEFLOR,
LLC, its sole 

    Member

    


    
      
        	 
      	
                 

                By:  /s/ Patrick C.
      Lynch                                       
         

                 

                Name:  Patrick
      C. Lynch

                 

                Title:  Senior
      Vice President

              


      

    

    



    
      
         


      

      
        - 33
-