NOTE

–

BORROWINGS

Syndicated Credit Facility

The Company has a syndicated credit facility (the “Facility”) pursuant to which the lenders provide to the Company and certain of its subsidiaries a multicurrency revolving credit facility and provide to the Company a term loan. The key features of the Facility are as follows:

●

The Facility matures on

October

2019.

	●	The Facility includes (i) a multicurrency revolving loan facility made available to the Company and its principal subsidiaries in Europe and Australia not to exceed $240 million in the aggregate at any one time outstanding, and (ii) a revolving loan facility made available to the Company’s principal subsidiary in Thailand not to exceed the equivalent of $10 million in the aggregate at any one time outstanding. A sublimit of $40 million exists for the issuance of letters of credit under the Facility.
	●	The Facility includes $200 million of Term Loan A borrowing availability which could be used (and was in fact used) to refinance the Company’s 7.625% Senior Notes due 2018 (discussed below).
	●	The Facility provides for required amortization payments of the Term Loan A borrowing, as well as mandatory prepayments of the Term Loan A borrowing (and any term loans made available pursuant to any future multicurrency loan facility increase) from certain asset sales, casualty events and debt issuances, subject to certain qualifications and exceptions as provided for therein.

●

Advances under the Facility are secured by a

first

-priority lien on substantially all of the Company’s assets and the assets of each of its material domestic subsidiaries, which have guaranteed the Facility.

●

The Facility contains financial covenants (specifically, a consolidated net leverage ratio and a consolidated interest coverage ratio) that must be met as of the end of each fiscal quarter.

●

The Company has the option to increase the borrowing availability under the Facility, either for revolving loans or term loans, by up to

$150

million, subject to the receipt of lender commitments for the increase and the satisfaction of certain other conditions.

Interest Rates and Fees

. Interest on base rate loans is charged at varying rates computed by applying a margin ranging from

0.25%

1.50%

over the applicable base interest rate (which is defined as the greatest of the prime rate, a specified federal funds rate plus

0.50%,

or a specified LIBOR rate), depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. Interest on LIBOR-based loans and fees for letters of credit are charged at varying rates computed by applying a margin ranging from

1.25%

2.50%

over the applicable LIBOR rate, depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. In addition, the Company pays a commitment fee ranging from

0.20%

0.35%

per annum (depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter) on the unused portion of the Facility.

Amortization Payments

. The Company is required to make amortization payments of the Term Loan A borrowing. The amortization payments are due on the last day of the calendar quarter, commencing with an initial amortization payment of

$2.5

million that was made on

December

31,

2015.

The quarterly amortization payment amount increased to

$3.75

million on

December

31,

2016.

Covenants

. The Facility contains standard and customary covenants for agreements of this type, including various reporting, affirmative and negative covenants. Among other things, these covenants limit the Company’s and its subsidiaries’ ability to:

●

create or incur liens on assets;

●

make acquisitions of or investments in businesses (in excess of certain specified amounts);

●

incur indebtedness or contingent obligations;

●

sell or dispose of assets (in excess of certain specified amounts);

●

pay dividends or repurchase the Company’s stock (in excess of certain specified amounts);

●

repay other indebtedness prior to maturity unless the Company meets certain conditions; and

●

enter into sale and leaseback transactions.

The Facility also requires the Company to remain in compliance with the following financial covenants as of the end of each fiscal quarter, based on the Company’s consolidated results for the year then ended:

●

Consolidated Net Leverage Ratio: Must be no greater than (i)

4.50:1.00

through and including the fiscal quarter ending

December

28,

2014,

(ii)

4.00:1.00

from and including the fiscal quarter ending

April

2015

through and including the fiscal quarter ending

January

2016,

and (iii)

3.75:1.00

for each fiscal quarter thereafter.

●

Consolidated Interest Coverage Ratio: Must be no less than

2.25:1.00

as of the end of any fiscal quarter.

Events of Default

. If the Company breaches or fails to perform any of the affirmative or negative covenants under the Facility, or if other specified events occur (such as a bankruptcy or similar event or a change of control of Interface, Inc. or certain subsidiaries, or if the Company breaches or fails to perform any covenant or agreement contained in any instrument relating to any of the Company’s other indebtedness exceeding

$20

million), after giving effect to any applicable notice and right to cure provisions, an event of default will exist. If an event of default exists and is continuing, the lenders’ Administrative Agent

may,

and upon the written request of a specified percentage of the lender group shall:

●

declare all commitments of the lenders under the facility terminated;

●

declare all amounts outstanding or accrued thereunder immediately due and payable; and

●

exercise other rights and remedies available to them under the agreement and applicable law.

Collateral

. Pursuant to a Security and Pledge Agreement executed on the same date, the Facility is secured by substantially all of the assets of the Company and its domestic subsidiaries (subject to exceptions for certain immaterial subsidiaries), including all of the stock of the Company’s domestic subsidiaries and up to

65%

of the stock of its

first

-tier material foreign subsidiaries. If an event of default occurs under the Facility, the lenders’ Administrative Agent

may,

upon the request of a specified percentage of lenders, exercise remedies with respect to the collateral, including, in some instances, foreclosing mortgages on real estate assets, taking possession of or selling personal property assets, collecting accounts receivables, or exercising proxies to take control of the pledged stock of domestic and

first

-tier material foreign subsidiaries.

As described below, in the

fourth

quarter of

2014,

the Company redeemed

$27.5

million in aggregate principal amount of its

7.625%

Senior Notes due

2018

at a price equal to

103%

of their principal amount, plus accrued interest to the redemption date of

November

26,

2014,

and redeemed the remaining

$220

million in aggregate principal amount of the

7.625%

Senior Notes that had not previously been called for redemption at a price equal to

103.813%

of their principal amount, plus accrued interest to the redemption date of

December

2014.

These redemptions transactions were funded through a combination of term loan and revolving loan borrowings under the Facility and cash on hand.

December

2016,

one

of the Company’s foreign subsidiaries borrowed

million euros (approximately

$63.5

million) under the Syndicated Credit Facility. The funds were distributed to its U.S. parent company to fund current and projected U.S. cash needs. A significant portion of these borrowings are expected to be repaid (but is not required to be repaid) in the

first

quarter of

2017.

As of

January

2017,

the Company had outstanding

$185.0

million of Term Loan A borrowing and

$85.3

million of revolving loan borrowings outstanding under the Facility, and had

$2.9

million in letters of credit outstanding under the Facility. As of

January

2017

the weighted average interest rate on borrowings outstanding under the Facility was

2.1%.

The Company is currently in compliance with all covenants under the Facility and anticipates that it will remain in compliance with the covenants for the foreseeable future.

7.625%

Senior Notes

2010,

the Company completed a private offering of

$275

million aggregate principal amount of

7.625%

Senior Notes due

2018

(the

“7.625%

Senior Notes”). Interest on the

7.625%

Senior Notes was payable semi-annually on

June

and

December

(the

first

payment was made on

June

2011).

November

2013,

the Company redeemed

$27.5

million aggregate principal amount of the

7.625%

Senior Notes at a price equal to

103%

of the principal amount of the notes redeemed, plus accrued interest to the redemption date. As discussed above, In

November

2014,

the Company redeemed

$27.5

million in aggregate principal amount of its

7.625%

Senior Notes at a price equal to

103%

of their principal amount, plus accrued interest, and in

December

2014,

the Company redeemed the remaining

$220

million in aggregate principal amount of the

7.625%

Senior Notes at a price equal to

103.813%

of their principal amount, plus accrued interest. The aggregate premiums paid in connection with the redemptions in

2014

was

$9.3

million.

Other Lines of Credit

Subsidiaries of the Company have an aggregate of the equivalent of

$14.8

million of other lines of credit available at interest rates ranging from

2.5%

6.5%.

As of

January

2017

and

January

2016,

there were

borrowings outstanding under these lines of credit.

Borrowing Costs

Deferred borrowing costs, which include underwriting, legal and other direct costs related to the issuance of debt, net of accumulated amortization, were

$1.4

million and

$1.9

million, as of

January

2017

and

January

2016,

respectively. The Company amortizes these costs over the life of the related debt. Expenses related to such costs for the years

2016,

2015

and

2014

amounted to

$0.5

million,

$0.5

million, and

$3.8

million, respectively. The expense for

2014

included

$2.8

million related to the writedown of debt costs associated with the refinancing actions discussed above.

Future Maturities

The aggregate maturities of borrowings for each of the

five

fiscal years subsequent to

2016

are as follows:

FISCAL YEAR	AMOUNT
	(in thousands)
2017	$	15,000
2018		15,000
2019		240,347
2020		0
2021		0
Thereafter		0
	$	270,347