Execution Version
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FACILITY AGREEMENT
Dated as of July 15, 2020
Amending that certain
SECOND AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT
dated as of August 7, 2018
among
INTERFACE, INC.
and
CERTAIN SUBSIDIARIES OF THE COMPANY,
as Borrowers,
CERTAIN SUBSIDIARIES OF THE COMPANY,
as the Guarantors,
BANK OF AMERICA, N.A.,
as Administrative Agent, Domestic Swing Line Lender and L/C Issuer,
BANK OF AMERICA, N.A., AUSTRALIAN BRANCH,
as Australian Swing Line Lender
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED,
as European Swing Line Lender
and
THE OTHER LENDERS PARTY HERETO
JPMORGAN CHASE BANK, N.A.,
PNC BANK, NATIONAL ASSOCIATION
and
REGIONS BANK,
as Co-Syndication Agents,
and
MUFG UNION BANK, N.A.,
TRUIST BANK, (formerly known as Branch Banking and Trust Company, and as
successor by merger to SunTrust Bank)
and
TD BANK, N.A.,
as Co-Documentation Agents
CHAR1\1735279v7
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Arranged By:
BOFA SECURITIES, INC.,
JPMORGAN CHASE BANK, N.A.,
PNC CAPITAL MARKETS, LLC
and
REGIONS CAPITAL MARKETS, a division of Regions Bank,
as Joint Lead Arrangers and Joint Bookrunners
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SYNDICATED FACILITY
AGREEMENT (this "Amendment"), dated as of July 15, 2020 (the "Second Amendment
Effective Date") is entered into by and among INTERFACE, INC., a Georgia
corporation (the "Company"), certain Subsidiaries of the Company party hereto as
Designated Borrowers (together with the Company, the "Borrowers" and each a
"Borrower"), the Guarantors party hereto, the Lenders party hereto, BANK OF
AMERICA, N.A., in its capacities as Administrative Agent, Domestic Swing Line
Lender and L/C Issuer.
RECITALS
WHEREAS, the Borrowers, the Guarantors party thereto, the Lenders party thereto
and Bank of America, N.A., as Administrative Agent, Domestic Swing Line Lender
and L/C Issuer, entered into that certain Second Amended and Restated Syndicated
Credit Facility Agreement dated as of August 7, 2018 (as amended, modified,
supplemented or extended from time to time, including by that certain First
Amendment to Second Amended and Restated Syndicated Facility Agreement, dated as
of December 18, 2019, the "Existing Facility Agreement" and as amended by this
Amendment, the "Amended Facility Agreement"); and
WHEREAS, the Loan Parties have requested certain amendments to the Existing
Facility Agreement and the Lenders, by act of the Required Lenders, have agreed
to such amendments, subject to the terms hereof.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.
Introductory Paragraph and Recitals. The above introductory paragraph and
recitals of this Amendment are incorporated herein by reference as if fully set
forth herein.
2.
Definitions. Capitalized terms used herein (including in the recitals
hereof) and not otherwise defined herein shall have the meanings provided in the
Amended Facility Agreement.
3.
Amendments to Facility Agreement.
1.01
The Existing Facility Agreement is hereby amended and restated in its
entirety to read in the form attached hereto as Annex A. Except as