CREDIT AGREEMENT relating to an overdraft and contingent liability facility

BETWEEN :

1)       Interface Europe B.V., established in Scherpenzeel, The Netherlands,

Interface Scherpenzeel B.V., established in Scherpenzeel, The Netherlands,

Interface Nederland B.V., established in Scherpenzeel, The Netherlands,

Interface Flooring B.V., established in Scherpenzeel, The Netherlands,

Interface Belgium B.V., established in Scherpenzeel, The Netherlands,

Interface International B.V., established in Scherpenzeel, The Netherlands,

Interface Eastern Europe B.V., established in Scherpenzeel, The Netherlands,

Heuga Home Flooring B.V., established in Scherpenzeel, The Netherlands,

Interface Foreign Investments B.V., established in Scherpenzeel, The Netherlands,

individually or together hereinafter referred to as the 'Borrower',

IT IS HEREBY AGREED AS FOLLOWS:

ABN AMRO grants to the Borrower until further notice a facility (the 'Facility') on the terms and conditions and at the rates and charges stated in this agreement. ABN AMRO may from time to time review the terms and conditions of the Facility.

The amount of the Facility (the 'Facility Amount') shall be:

The Borrower may reduce the Facility Amount at the end of each quarter in full or in part (if in part subject to a minimum amount of EUR 2,000,000) subject to 5 business days’ notice.

As of 1 May 2009 this Facility will replace the existing facility as granted under the Credit Agreement dated 9 March 2007, and all outstanding amounts are deemed to be made and outstanding under this Facility.

2.        PURPOSE

The Facility is granted to enable the Borrower to make a dividend payment to Interface Inc and to finance the general working capital needs of the Borrower.

3.           UTILISATION

For the purpose of the Agreement:

Allocated Credit means:

A credit facility, made available to Interfaceflor India Pvt Ltd. under the terms and conditions of a credit agreement entered or to be entered into between Interfaceflor India Pvt Ltd. and the Lending Office.

The aggregate of amounts outstanding by way of overdraft, each amount utilised under the contingent liability facility and the amount of the Allocated Credit shall not exceed the Facility Amount.

Issuing, amending and other fees will be charged in accordance with ABN AMRO's then current fees tariff.

Commission and fees will be debited to the accounts of the Borrower held with ABN AMRO.

5.           SECURITY, FINANCIAL COVENANTS AND UNDERTAKINGS

SECURITY

In order to effectuate the above, the Borrower hereby pledges to ABN AMRO, to the extent not already pledged to ABN AMRO in accordance with article 18 of the GBC, the present and future debts owing – as regards future debts, the pledge being made in advance – by ABN AMRO to the Borrower as security as stated above. The Borrower hereby grants ABN AMRO a power of attorney to pledge these debts, at any time and repeatedly, to itself on behalf of the Borrower. This power of attorney is unconditional and irrevocable.

ABN AMRO hereby accepts the above rights of pledge. This agreement constitutes a notice of these pledges to the other parties referred to as the Borrower and to ABN AMRO.

After a reduction of the Facility Amount in accordance with clause 1 of this Agreement ABN AMRO and the Borrower may agree - on a case-by case scenario – on a release of any of the securities (in part or in its entirety) mentioned under (i) and (ii) of this clause.

FINANCIAL COVENANTS

With a view to the continuity of the Borrower’s business, ABN AMRO deems it necessary that the following criteria must be satisfied throughout the Facility period.

adjusted balance sheet total is understood to mean:

total assets minus the sum of (a) intangible assets, (b) deferred tax assets, (c) participating interests, (d) receivables from shareholders and/or directors, (e) shares held in the own company and (f) intercompany loans, as shown in the annual accounts;

annual accounts is understood to mean:

interest coverage ratio is understood to mean:

earnings before interest and taxation divided by the sum of gross interest paid and capitalised interest, as shown in the annual accounts;

tangible net worth is understood to mean:

issued and paid-up share capital plus reserves, deferred tax liabilities and loans subordinated to the Borrower’s debts to ABN AMRO, minus intangible assets, deferred tax assets, participating interests, receivables from shareholders and/or directors and shares (the Borrower) holds in his own company, as shown in the annual accounts;

total debt/ebitda ratio is understood to mean:

the total interest-bearing debt (including subordinated loans) divided by earnings before interest, taxation and amortization, as shown in the annual accounts; and

Group is understood to mean:

Interface Europe B.V. and its direct and indirect subsidiaries as consolidated in the annual accounts.

UNDERTAKINGS

(i) transfer, or promise to transfer, title to all or any of its assets to an unaffiliated third party; nor

(ii) transfer, or promise to transfer, title to any of the assets constituting collateral under this facility to any affiliated third party,

except where such transfer forms part of its ordinary business and other transfers up to an aggregate amount of EUR 3,000,000, or charge, or promise to charge, all or any of its assets in favour of a third party unless it has obtained the prior express consent (not to be unreasonably withheld) of ABN AMRO with the exception of the Borrower’s operating lease arrangements with Amstel Lease and BPF Onroerend Goed Lease en Financieringen B.V. / BPF Onroerend Goed Advies en Transacties B.V. (together hereinafter referred to as “BPF”) and the financing arrangement dated 6 March 2009 between Interface Australia Holdings Pty Ltd and its subsidiaries on the one hand and the Australia and New Zealand Banking Group Limited on the other hand.

6.           CONDITIONS PRECEDENT

In addition to any other condition required to be fulfilled hereunder, ABN AMRO requires

b)            a copy of the Borrower’s current Articles of Association ( Statuten ) and extract from the Trade Register of the Chamber of Commerce ( Uittreksel Handelsregister ); and

c)            copies of documents acceptable to ABN AMRO to authenticate the identity of the signatories representing the Borrower.

7.           GENERAL BANKING CONDITIONS

        The ABN AMRO General Banking Conditions (the 'GBC') shall apply to the relationship between ABN AMRO and the Borrower.

8.            INCORPORATION OF ABN AMRO CONDITIONS

ABN AMRO General Credit Provisions dated July 2006 (the 'Provisions') shall be incorporated into this agreement. By the execution of this agreement the Borrower acknowledges receipt of a copy of the GBC and the Provisions and agrees to the terms of the GBC, the Provisions and this agreement. In the event of any conflict with the GBC and or the Provisions, the terms of this agreement shall prevail.

Contrary to the Provisions, article I.5 (negative pledge) shall be replaced by the negative pledge section in clause 5 of this agreement.

Part III of the Provisions shall not apply to the Facility.

Agreed and signed in Scherpenzeel on 24-4-2009.

Interface Europe B.V.                                                                                                ABN AMRO Bank N.V.

/s/ J. Hasselman                                                                                                            /s/ J. J. M. van de Ven

Name:                    J. Hasselman

Title:                      Director

/s/ A. H. van Keken                                                                                                     /s/ W. R. J. Lingrowt

Name:                    A. H. van Keken

Title:                      Director

/s/ J. Hasselman                                                                                                                         /s/ J. Hasselman

Name:                    J. Hasselman                                                                                            Name:                    J. Hasselman

Title:                      Director                                                                                                     Title:                      Director

/s/ A. H. van Keken

Name:                    A. H. van Keken

Title:                      Director

/s/ J. Hasselman                                                                                                                       /s/ J. Hasselman

Name:                    J. Hasselman                                                                                           Name:                    J. Hasselman

Title:                      Director                                                                                                   Title:                      Director

/s/ A. H. van Keken

Name:                    A. H. van Keken

Title:                      Director of Interface Europe B.V.

/s/ J. Hasselman                                                                                                                       /s/ J. Hasselman

Name:                    J. Hasselman                                                                                            Name:                    J. Hasselman

Title:                      Director                                                                                                    Title:                      Director

/s/ A. H. van Keken

Name:                    A. H. van Keken

Title:                      Director

/s/ J. Hasselman                                                                                                                     /s/ J. Hasselman

Name:                    J. Hasselman                                                                                         Name:                      J. Hasselman

Title:                      Director                                                                                                 Title:                      Director

If security or undertakings ( verklaringen ) are provided, these shall secure any and all present or future indebtedness of the Borrower to ABN AMRO on any basis whatsoever (including indebtedness arising from derivative transactions), whether or not arising in the ordinary course of banking business, and shall be laid down in instruments to be drawn up by ABN AMRO or in the Credit Agreement. Any costs in this regard shall be borne by the Borrower. Unless otherwise stated, security provided to ABN AMRO shall rank first in priority.

If a right of mortgage is given, it shall be subject to the General Terms and Conditions for Mortgages (Algemene Bepalingen voor Hypotheekstelling) in addition to the provisions contained in the mortgage deed. A right of mortgage on multiple registered properties ( registergoederen ) shall be created by means of separate rights of mortgage on each property individually, in each case for the full principal amount plus interest and costs.

The Borrower agrees that if third parties have provided security or undertakings (verklaringen) , ABN AMRO may furnish such third parties with information about the Borrower's financial position and any other information relating to the Credit that may be of importance to such third parties.

If the Borrower consists of more than one legal or natural person, each of them shall be jointly and severally liable to ABN AMRO for any and all present or future indebtedness of any or all of them to ABN AMRO on any basis whatsoever (including indebtedness arising from derivative transactions), whether or not arising in the ordinary course of banking business. Any costs in this regard shall be borne by the Borrower. Unless otherwise stated, security provided to ABN AMRO shall rank first in priority.

The Borrower waives as against ABN AMRO all defences and rights accruing to debtors with joint and several liability or to sureties ( borg ).

Each Borrower undertakes to pledge his rights of recourse against any of the other parties referred to as Borrower and agrees that, if he is subrogated to the rights of ABN AMRO against any of the other parties referred to as Borrower, ABN AMRO reserves a right of pledge on the subrogated rights. Both pledges shall secure any and all present or future indebtedness of the Borrower to ABN AMRO on any basis whatsoever (including indebtedness arising from derivative transactions), whether or not arising in the ordinary course of banking business.

To the extent that a Borrower's rights of recourse or subrogated rights against any of the other parties referred to as Borrower are not subject to a right of pledge as described above, such rights shall be subordinated to all present or future rights of ABN AMRO against any of the other parties referred to as Borrower. For that situation, each Borrower waives his right to subrogation in respect of any security attached to the rights of ABN AMRO against any of the other parties referred to as Borrower.

Subject to the condition precedent that a Borrower is being sold to a third party in connection with a restructuring (ontvlechting) , each Borrower waives his rights of recourse or subrogated rights against that Borrower.

Unless otherwise stated, communications made by ABN AMRO to the Borrower first named in the Credit Agreement shall be deemed to have been made to all parties that are jointly and severally liable under that agreement.

As long as the Borrower owes ABN AMRO any sum whatsoever (including indebtedness arising from derivative transactions), or may in any manner become indebted to ABN AMRO as a result of present or future obligations, the Borrower shall not transfer, or promise to transfer, title to all or any of his assets – except transfers in the ordinary course of business - or charge or encumber, or promise to charge or encumber, all or any of his assets in favour of a third party unless he has obtained ABN AMRO’s prior written consent.

Credit balances on accounts held at ABN AMRO may not be transferred or pledged other than to ABN AMRO.

Without prejudice to the provisions of Article 20 of the General Banking Conditions, the Borrower undertakes to ensure, at ABN AMRO's first request, that security or additional security is provided, in the form and amount desired by ABN AMRO, for the performance of any and all present or future obligations of the Borrower to ABN AMRO on any basis whatsoever (including indebtedness arising from derivative transactions), whether or not arising in the ordinary course of banking business.

The Borrower shall at all times maintain sufficient and adequate insurance against general and specific business risks pertaining to his line of business and his particular business.

The Borrower shall notify ABN AMRO in a timely manner of any intended changes in the Borrower's corporate structure or in that of his subsidiaries or group companies, if any, including changes in the identity of the shareholder(s) of the Borrower or any subsidiaries or group companies.

All costs and expenses incurred by ABN AMRO in connection with the performance of the Credit Agreement, including any taxes payable by ABN AMRO (other than on net profit), as well as any reasonable costs and expenses incurred by ABN AMRO in connection with the Borrower's failure to comply with or fulfil any obligation under the Credit Agreement at the time and in the manner required, including collection charges, fees of legal advisers and other experts and the costs of proceedings, irrespective of to whom owed, shall be for the account of the Borrower and shall be paid by the Borrower on ABN AMRO's first demand.

Provided more than three months have elapsed since the signing of the Credit Agreement, ABN AMRO shall have the right to refix an agreed interest rate if the cost to ABN AMRO of making available, or continuing to make available, the Credit has increased and this increase results directly or indirectly from credit-restricting measures (kredietbeperkende maatregelen) , solvency guidelines or other rules or provisions increasing costs (including lines of conduct the observance of which has been requested) of the Dutch Central Bank (De Nederlandsche Bank) , the European Central Bank or any other authority, monetary or otherwise.

Interest shall be calculated on the basis of a 360-day year (or, depending on the market practice with respect to the relevant currency, 365 days) and the actual number of days in any month.

The Borrower shall send ABN AMRO his balance sheet, profit and loss account and notes thereto for the past financial year immediately after they have been drawn up but in any event not later than six months after the end of the relevant financial year.

The Borrower shall allow ABN AMRO to inspect his books and records on ABN AMRO’s first demand, and shall provide ABN AMRO, both on its first demand and unsolicited, with any information about his financial position and business developments that could have a material effect thereon.

A contingent liability facility may be used to enter into non-cash contingent liabilities, such as those arising from the issuance of guarantees, the issuance of letters of credit and the discounting of bills.

ABN AMRO will apply balance netting to the current accounts held by the Borrower at ABN AMRO, subject to the following provisions:

The unused portion of the contingent liability facility shall be determined by reducing the amount of the facility by the aggregate, at any given time, of the Borrower’s non-cash contingent liabilities to ABN AMRO arising from the use of the contingent liability facility.

In calculating interest on debit balances in euro up to the agreed amount of the overdraft facility, ABN AMRO shall apply the ABN AMRO Euro Base Rate (ABN AMRO Euro Basisrente) . Until further notice, the ABN AMRO Euro Base Rate shall consist of the leading refi rate (the rate of the main refinancing operation (Basisherfinancieringsrente) ) as determined from time to time by the European Central Bank (“ECB”), plus a debit interest surcharge. With respect to the ABN AMRO Euro Base Rate , ABN AMRO shall apply the minimum base rate stated in the Credit Agreement. The ABN AMRO Euro Base Rate shall be increased by the individual margin stated in the Credit Agreement. If the ECB changes the rate of the main refinancing operation, or ABN AMRO changes the debit interest surcharge or alters the composition or method of calculation of the ABN AMRO Euro Base Rate, the debit interest rate shall be adjusted accordingly. ABN AMRO shall announce changes in the debit interest surcharge as well as any alterations in the composition or method of calculation of the ABN AMRO Euro Base Rate in at least three national daily newspapers in the Netherlands. Interest on debit balances in a currency other than the euro shall be payable at a rate to be determined by ABN AMRO.

ABN AMRO may at any time change the individual margin stated in the Credit Agreement.

Subject to the provisions contained in 3.1 above, the Borrower shall pay ABN AMRO compensation, in an amount to be determined by ABN AMRO, in respect of the amount by which the Borrower’s debit balance exceeds the agreed amount of the overdraft facility. The Borrower shall nevertheless remain obliged to reduce the debit balance to the agreed amount of the overdraft facility.

Debit interest and fees payable by the Borrower shall be charged to the Borrower's current account as follows:

If the Borrower holds more than one current account at ABN AMRO, ABN AMRO shall have the right to charge debit interest and fees to any of those accounts.

Both the Borrower and ABN AMRO may at any time cancel an overdraft facility or a contingent liability facility or reduce the credit amount.

In the event of cancellation, all amounts owing by the Borrower under the overdraft facility shall be immediately due and payable, without any demand or notice of default being required.

In the event of cancellation, the Borrower shall also, at ABN AMRO’s first demand, cause all latent obligations under non-cash contingent liabilities to terminate or provide adequate cash collateral for these obligations.

If the credit amount is reduced, the above provisions shall apply mutatis mutandis to the amount by which the sum of the debit balance and the obligations under non-cash contingent liabilities exceeds the reduced credit amount.

After cancellation, no new withdrawals may be made and no further non-cash contingent liabilities may be entered into.

If a fixed interest rate has been agreed, ABN AMRO shall, not later than two weeks prior to an agreed interest refixing date, notify the Borrower in writing of the proposed - fixed or floating - interest rate for the next interest period, subject to the provisions contained in 2.3 below. Agreement on the interest rate must be reached no later than one week prior to the interest refixing date. If the Borrower fails to respond to the above notice from ABN AMRO at least one week prior to the interest refixing date, the Borrower shall be deemed to have opted for the interest rate applicable to the shortest interest period referred to in the notice. If ABN AMRO fails to give the above notice in a timely manner, it shall nevertheless be free to do so at a later date. In that event, ABN AMRO shall offer the Borrower the lower of the interest rate it would have offered on the basis of its then prevailing rates had the notice been given in time or the rate it is able to offer based on its prevailing rates at the time of the later notice. Agreement on the interest rate must be reached within two weeks after the Borrower has received such notice from ABN AMRO.

ABN AMRO may change the floating interest rate at any time. If ABN AMRO elects to do so, it shall notify the Borrower in writing of the change at least eleven days prior to the day on which it is to take effect.

If the Borrower does not agree to the new interest rate, he shall inform ABN AMRO thereof in writing at least one week prior to the interest refixing date. If the Borrower fails to respond to the written notice from ABN AMRO by that date, the Borrower shall be deemed to have agreed to the new rate.

If the Borrower so requests at least two weeks prior to the first day of the next calendar quarter or on a day the interest rate is changed, ABN AMRO shall, on the first day of the next calendar quarter, convert such floating rate loan into a fixed rate loan at ABN AMRO's then prevailing interest rate.

If a loan is not denominated in euro, the Borrower shall contact ABN AMRO by telephone before 10.00 a.m. (Amsterdam time) two business days prior to the agreed interest refixing date. Business day shall mean a day on which banking institutions in the Netherlands and the country where the currency in which the loan is denominated is the national unit are open for business.

During or immediately after such telephone call, ABN AMRO shall inform the Borrower of the interest rate it proposes for the next interest period. If ABN AMRO and the Borrower then reach agreement, ABN AMRO shall confirm the interest rate to the Borrower in writing.

If the Borrower fails to contact ABN AMRO before the time indicated above, ABN AMRO shall have the right to refix the interest rate on the basis of a one-year interest period.

If ABN AMRO and the Borrower fail, or are deemed to have failed, to reach agreement on the fixed interest rate that will apply from the interest refixing date and the period for which it will apply, or if the Borrower does not agree to the floating rate that will apply from the interest refixing date, the entire amount outstanding under the relevant loan shall become due and payable by the Borrower to ABN AMRO on such interest refixing date. The Borrower shall not be liable to pay compensation for losses and foregone profits (geleden verlies en gederfde winst) resulting from such early repayment, as referred to in 4.1 or 4.2.

If a fixed interest rate is in effect, the interest shall be paid by the Borrower to ABN AMRO on the dates stated in the Credit Agreement. If a floating interest rate is in effect, the interest shall be paid by the Borrower to ABN AMRO on the first day of each calendar quarter.

If the Borrower fails to meet one or more of the above conditions or if the loan is denominated in a foreign currency, the Borrower shall owe ABN AMRO compensation for the latter’s losses and foregone profits (geleden verlies en gederfde winst) in relation to any part of the early payment made in a manner other than as agreed or in excess of the maximum agreed, to be paid together with such early repayment.

This compensation shall be fixed by ABN AMRO at the difference between: