CONSENT AND WAIVER
THIS CONSENT AND WAIVER made and given effective as of
March 20, 1998, pursuant to (i) that certain Second Amended and
Restated Credit Agreement dated as of June 25, 1997, among
INTERFACE, INC., INTERFACE EUROPE B.V., INTERFACE EUROPE LIMITED,
the Lenders listed therein, SUNTRUST BANK, ATLANTA, and THE FIRST
NATIONAL BANK OF CHICAGO, as Co-Agents, and SUNTRUST BANK,
ATLANTA, as Collateral Agent, as amended by that certain First
Amendment to Second Amended and Restated Credit Agreement dated
as of December 2, 1997 (as so amended, the "Credit Agreement"),
and (ii) that certain Term Loan Agreement dated as of June 25,
1997, among INTERFACE, INC., the Lenders listed therein, SUNTRUST
BANK, ATLANTA, as Administrative Agent, THE FIRST NATIONAL BANK
OF CHICAGO, as Syndication Agent, and SUNTRUST BANK, ATLANTA, as
Collateral Agent, as amended by that certain First Amendment to
Term Loan Agreement dated as of December 2, 1997 (as so amended,
the "Term Loan Agreement"). Capitalized terms used in this
Consent and Waiver that are defined or referred to in the Credit
Agreement or Term Loan Agreement are used herein with the
respective meanings provided for such terms in the Credit
Agreement or Term Loan Agreement.
Interface has advised the Co-Agents and the Lenders of its
intent to issue pursuant to a public offering its Senior Notes in
an aggregate principal amount up to $150,000,000, such Senior
Notes to be repayable in a single installment on or about the
tenth anniversary of the date of issuance thereof and to be
guaranteed by some or all of the Guarantors (collectively, the
"Senior Notes"). Interface has further advised the Co-Agents and
the Lenders that the indenture pursuant to which the Senior Notes
will be issued (the "Senior Notes Indenture") will restrict in
certain respects the creation or existence of Liens on assets of
the Consolidated Companies contrary to the provisions of Section
9.11 of the Credit Agreement and Section 7.11 of the Term Loan
Agreement. Interface has requested that the Lenders consent to
the issuance of the Senior Notes and waive any Default or Event
of Default that would otherwise occur or exist pursuant to
Sections 9.01 and 9.11 of the Credit Agreement and Sections 7.01
and 7.11 of the Term Loan Agreement as a result of the incurrence
of the Indebtedness evidenced by the Senior Notes and the
accompanying Guaranties and the restrictions on the creation or
existence of Liens contained in the Senior Notes Indenture.
The undersigned Lenders hereby consent to the issuance by
Interface of the Senior Notes on or before April 30, 1998, in an
aggregate principal amount not to exceed $150,000,000, and hereby
agree to waive any Default or Event of Default that would
otherwise occur or exist pursuant to Sections 9.01 and 9.11 of
the Credit Agreement or Sections 7.01 and 7.11 of the Term Loan
Agreement as a result of the incurrence of the Indebtedness
evidenced by the Senior Notes and the accompanying Guaranties and
the restrictions on the creation or existence of Liens contained
in the Senior Notes Indenture, provided that (i) neither the
Senior Notes nor the accompanying Guaranties shall be secured by
a Lien on any property or assets of Interface or any of its
Subsidiaries, (ii) the Senior Notes shall not be guaranteed by
any Person other than one or more of the Guarantors as defined in
the Credit Agreement and Term Loan Agreement, (iii) the Senior
Notes Indenture will not prohibit or restrict the creation or
existence of Liens on the property or assets of Interface or any
of its Subsidiaries to secure Indebtedness arising under the
Credit Agreement, Term Loan Agreement, or FNBC Currency Contract
(although such Senior Notes Indenture may provide that any such
security shall equally and ratably secure the Senior Notes), (iv)
the Senior Notes and Senior Notes Indenture will contain
covenants (including financial and negative covenants) and events
of default that are no more restrictive in any material respect
as to Interface and its Subsidiaries than the analogous covenants
and events of default contained in the Credit Agreement and Term
Loan Agreement, as determined by the Co-Agents, and (v) the
proceeds from the issuance of the Senior Notes, net of all
underwriting discounts and out-of-pocket costs, fees and expenses
incurred by Interface in connection with the issuance and sale of
the Senior Notes shall be used to repay amounts outstanding as
Domestic Revolving Loans and/or Multicurrency Revolving Loans
under the Credit Agreement, together with all accrued and unpaid
interest on the principal amount of such Loans being repaid and
all related costs and expenses required to be paid in connection
therewith under the terms of the Credit Agreement.
The Co-Agents, pursuant to Section 9.14 of the Credit
Agreement and Section 7.14 of the Term Loan Agreement, hereby
consent to Interface causing the Indebtedness evidenced by the
Senior Notes to become "Designated Senior Indebtedness" as
provided in the Senior Subordinated Notes Indenture.
The foregoing consent and waiver shall not be deemed to
constitute a waiver of any other covenant or term of the Credit
Agreement or the Term Loan Agreement and, except for such waiver,
the Credit Agreement and the Term Loan Agreement remain in full
force and effect in accordance with their respective terms.
This Consent and Waiver shall be effective as of the date
specified above upon the execution hereof by Lenders constituting
the "Required Lenders" as provided in each of the Credit
Agreement and the Term Loan Agreement.
SUNTRUST BANK, ATLANTA
By: /s/ Thomas R. Banks
Name: Thomas R. Banks
Title: Assistant Vice President
By: /s/ Jeffrey L. Seavers
Name: Jeffrey L. Seavers
Title: V.P.
- 2 -
THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ Molly Moranski
Name: Molly Moranski
Title: Authorized Agent
ABN AMRO BANK N.V.
By: /s/ G. Mark Clegg, Jr.
Name: G. Mark Clegg, Jr.
Title: Vice President
By: /s/ Larry K. Kelley
Name: Larry K. Kelley
Title: Group Vice President
THE BANK OF TOKYO-MITSUBISHI,
LTD., ALANTA AGENCY
By: /s/ Brandon A. Meyerson
Name: Brandon A. Meyerson
Title: Assistant Vice President
CIBC, INC.
By: /s/ CYD Petre
Name:CYD Petre
Title: Executive Director, CIBC Oppenheimer
Corp., AS AGENT
CREDITANSTALT-BANKVEREIN
By: /s/ Stephen W. Hipp
Name: Stephen W. Hipp
Title: Associate
By: /s/ Scott
Name: Scott
Title: VP
CREDIT LYONNAIS ATLANTA AGENCY
By: /s/ David M. Cawrse
Name: David M. Cawrse
Title: First Vice President & Manager
FIRST UNION NATIONAL BANK
By: /s/ Daniel E. Evans
Name: Daniel E. Evans
Title: Senior Vice President
FLEET BANK OF MAINE
By: /s/ Neil C. Buiteguys
Name: Neil C. Buiteguys
Title: Vice President
NATIONSBANK, N.A.
By: /s/ David H. Dinkins
Name: David H. Dinkins
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Robert J. Mitchell, Jr.
Name: Robert J. Mitchell, Jr.
Title: Vice President
THE SUMITOMO BANK LIMITED
By: /s/ Sybil H. Weldon
Name: Sybil H. Weldon
Title: V.P. & Manager
By: /s/ Roger N. Arsham
Name: Roger N. Arsham
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Douglas W. Strickland
Name: Douglas W. Strickland
Title: VP
By: ___________________________
Name:
Title:
- 5 -