NOTE

–

BORROWINGS

Syndicated Credit Facility

Pursuant to an Amended and Restated Facility Agreement entered into on

August 8, 2017,

he 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

August

2022.

	●	The Facility includes a multicurrency revolving loan facility made available to the Company and its principal subsidiaries in Europe and Australia not to exceed $250 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 a Term Loan A borrowing principal that had an original principal amount of $177.5 million.
	●	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 Eurocurrency rate), depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. Interest on Eurocurrency-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 Eurocurrency 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 quarterly amortization payments of

$3.75

million of the Term Loan A borrowing.

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

greater than

3.75:1.00.

●

Consolidated Interest Coverage Ratio: Must be

less than

2.25:1.00.

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 an Amended and Restated 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.

December 2016,

one

of the Compan

y’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 then-current and projected U.S. cash needs. A significant portion of these borrowings were repaid in

2017.

As of

December 31, 2017,

the Company had outstanding

$170.0

million of Term Loan A borrowing and

$59.9

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

$6.0

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

December 31, 2017,

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

3.0%.

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.

Interest Rate Risk Management

Shortly after entering into the Amended

and Restated Facility Agreement, the Company entered into an interest rate swap transaction to fix the variable interest rate on a portion of its term loan borrowings in order to manage a portion of its exposure to interest rate fluctuations. The Company’s objective and strategy with respect to this interest rate swap is to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability to cash flows relating to interest payments on a portion of its outstanding debt. The Company is meeting its objective by hedging the risk of changes in its cash flows (interest payments) attributable to changes in LIBOR, the designated benchmark interest rate being hedged (the “hedged risk”), on an amount of the Company’s debt principal equal to the outstanding swap notional amount.

Cash Flow Interest Rate Swap

The C

ompany’s interest rate swap is designated and qualifies as a cash flow hedge of forecasted interest payments. The Company reports the effective portion of the fair value gain or loss on the swap as a component of other comprehensive income (or other comprehensive loss). Gains or losses (if any) on any ineffective portion of derivative instruments in cash flow hedging relationships are recorded in the period in which they occur as a component of other expense (or other income) in the consolidated condensed statement of operations. There were

such gains or losses in

2017.

The aggregate notional amount of the swap as of

December 31, 2017

was

$100

million.

As of

December 31, 2017,

the fair value of the cash flow interest rate swap asset was

$0.9

million and was recorded in other assets

and accumulated other comprehensive income

Other

Lines of Credit

Subsidiaries of the Company have an aggregate of the equivalent of

$9.8

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

2.5%

6.5%.

As of

December 31, 2017,

and

January 1, 2017,

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

$2.3

million and

$1.4

million, as of

December 31, 2017

and

January 1, 2017,

respectively.

These amounts are included in other long term assets in the Company’s consolidated balance sheets. The Company amortizes these costs over the life of the related debt. Expenses related to such costs for the years

2017,

2016,

and

2015

amounted to

$0.5

million for each of those years.

Future Maturities

The aggregate maturities of

borrowings for each of the

five

fiscal years subsequent to

2017

are as follows:

FISCAL YEAR	AMOUNT
	(in thousands)
201 8	$	15,000
201 9		15,000
20 20		15,000
20 21		15,000
20 22		169,928
Thereafter		0
Total Debt	$	229,928