10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For Quarterly Period Ended April 5, 2009

Commission File Number 0-12016

INTERFACE, INC.

 (Exact name of registrant as specified in its charter)

GEORGIA	58-1451243
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2859 PACES FERRY ROAD, SUITE 2000, ATLANTA, GEORGIA 30339

 (Address of principal executive offices and zip code)

(770) 437-6800

 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes þ  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).          Yes o  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes o   No þ

Shares outstanding of each of the registrant's classes of common stock at May 8, 2009:

Class	Number of Shares
Class A Common Stock, $.10 par value per share		56,465,832
Class B Common Stock, $.10 par value per share		6,735,612

INTERFACE, INC.

INDEX

			PAGE
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements	3
		Consolidated Condensed Balance Sheets – April 5, 2009 and December 28, 2008	3
		Consolidated Condensed Statements of Operations - Three Months Ended April 5, 2009 and March 30, 2008	4
		Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended April 5, 2009 and March 30, 2008	5
		Consolidated Condensed Statements of Cash Flows – Three Months Ended April 5, 2009 and March 30, 2008	6
		Notes to Consolidated Condensed Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
	Item 4.	Controls and Procedures	26
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	26
	Item 1A.	Risk Factors	26
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
	Item 3.	Defaults Upon Senior Securities	26
	Item 4.	Submission of Matters to a Vote of Security Holders	26
	Item 5.	Other Information	26
	Item 6.	Exhibits	30

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

 (IN THOUSANDS)

	APRIL 5, 2009			DECEMBER 28, 2008
	(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents	$	54,888		$	71,757
Accounts Receivable, net		113,118			144,783
Inventories		124,811			128,923
Prepaid and Other Expenses		22,321			21,070
Deferred Income Taxes		6,755			6,272
Assets of Business Held for Sale		2,150			3,150
TOTAL CURRENT ASSETS		324,043			375,955
PROPERTY AND EQUIPMENT, less accumulated depreciation		157,891			160,717
DEFERRED TAX ASSET		46,473			42,999
GOODWILL		74,844			78,489
OTHER ASSETS		48,643			47,875
TOTAL ASSETS	$	651,894		$	706,035
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	41,811		$	52,040
Accrued Expenses		80,455			102,592
Current Portion of Long-Term Debt		141,803			--
TOTAL CURRENT LIABILITIES		264,069			154,632
SENIOR NOTES		--			152,588
SENIOR SUBORDINATED NOTES		135,000			135,000
DEFERRED INCOME TAXES		7,500			7,506
OTHER		37,065			38,872
TOTAL LIABILITIES		443,634			488,598
Commitments and Contingencies
SHAREHOLDERS’ EQUITY:
Preferred Stock		--			--
Common Stock		6,319			6,316
Additional Paid-In Capital		341,076			339,776
Accumulated Deficit		(69,931	)		(65,616	)
Accumulated Other Comprehensive Income – Foreign Currency Translation Adjustment		(49,193	)		(42,210	)
Accumulated Other Comprehensive Income – Pension Liability		(27,861	)		(28,770	)
TOTAL SHAREHOLDERS’ EQUITY – Interface, Inc.		200,410			209,496
Noncontrolling interest in subsidiary		7,850			7,941
TOTAL SHAREHOLDERS’ EQUITY		208,260			217,437
	$	651,894		$	706,035

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

	THREE MONTHS ENDED
	APRIL 5, 2009			MARCH 30, 2008
NET SALES	$	199,308		$	261,736
Cost of Sales		136,139			167,470
GROSS PROFIT ON SALES		63,169			94,266
Selling, General and Administrative Expenses		54,371			63,295
Restructuring Charge		5,724			--
OPERATING INCOME		3,074			30,971
Interest Expense		7,673			7,828
Other Expense (Income)		(750	)		188
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE		(3,849	)		22,955
Income Tax Expense (Benefit)		(476	)		8,658
Income (Loss) from Continuing Operations		(3,373	)		14,297
Loss from Discontinued Operations, Net of Tax		(650	)		--
Loss on Disposal of Discontinued Operations, Net of Tax		--			--
NET INCOME (LOSS)		(4,023	)		14,297
Net Income Attributable to Noncontrolling Interests in Subsidiary		(129	)		(175	)
NET INCOME (LOSS) ATTRIBUTABLE TO INTERFACE, INC.	$	(4,152	)	$	14,122
Earnings (Loss) Per Share Attributable to Interface, Inc. Common Shareholders – Basic
Continuing Operations	$	(0.06	)	$	0.23
Discontinued Operations		(0.01	)		--
Loss on Disposal of Discontinued Operations		--			--
Earnings (Loss) Per Share Attributable to Interface, Inc. Common Shareholders – Basic	$	(0.07	)	$	0.23
Earnings (Loss) Per Share Attributable to Interface, Inc. Common Shareholders – Diluted
Continuing Operations	$	(0.06	)	$	0.22
Discontinued Operations		(0.01	)		--
Loss on Disposal of Discontinued Operations		--			--
Earnings (Loss) Per Share Attributable to Interface, Inc. Common Shareholders – Diluted	$	(0.07	)	$	0.22
Common Shares Outstanding – Basic		61,770			62,725
Common Shares Outstanding – Diluted		61,770			63,135

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(IN THOUSANDS)

	THREE MONTHS ENDED
	APRIL 5, 2009			MARCH 30, 2008
Net Income (Loss)	$	(4,023	)	$	14,297
Other Comprehensive Income, Foreign Currency Translation
Adjustment and Pension Liability Adjustment		(7,294	)		13,333
Comprehensive Income (Loss)	$	(11,317	)	$	27,630
Comprehensive Loss (Income) Attributable to Noncontrolling Interests in Subsidiary		91			(747	)
Comprehensive Income (Loss) Attributable to Interface, Inc.	$	(11,226	)	$	26,883

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

	THREE MONTHS ENDED
	APRIL 5, 2009			MARCH 30, 2008
OPERATING ACTIVITIES:
Net income (loss)	$	(4,023	)	$	14,297
Loss from discontinued operations		650			--
Income (loss) from continuing operations		(3,373	)		14,297
Adjustments to reconcile income (loss) to cash used in operating activities:
Depreciation and amortization		6,248			6,495
Deferred income taxes and other		(4,531	)		1,152
Working capital changes:
Accounts receivable		30,143			21,226
Inventories		2,289			(21,000	)
Prepaid expenses		(4,320	)		(1,665	)
Accounts payable and accrued expenses		(27,734	)		(33,333	)
CASH USED IN OPERATING ACTIVITIES		(1,278	)		(12,828	)
INVESTING ACTIVITIES:
Capital expenditures		(5,557	)		(6,014	)
Other		874			(4,194	)
CASH USED IN INVESTING ACTIVITIES		(4,683	)		(10,208	)
FINANCING ACTIVITIES:
Repurchase of senior notes		(10,325	)		--
Proceeds from issuance of common stock		--			818
Dividends paid		(162	)		(1,888	)
CASH USED IN FINANCING ACTIVITIES:		(10,487	)		(1,070	)
Net cash used in operating, investing and
financing activities		(16,448	)		(24,106	)
Effect of exchange rate changes on cash		(421	)		1,025
CASH AND CASH EQUIVALENTS:
Net change during the period		(16,869	)		(23,081	)
Balance at beginning of period		71,757			82,375
Balance at end of period	$	54,888		$	59,294

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1 – CONDENSED FOOTNOTES

As contemplated by the Securities and Exchange Commission (the “Commission”) instructions to Form 10-Q, the following footnotes have been condensed and, therefore, do not contain all disclosures required in connection with annual financial statements. Reference should be made to the Company’s year-end financial statements and notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended December 28, 2008, as filed with the Commission.

The financial information included in this report has been prepared by the Company, without audit. In the opinion of management, the financial information included in this report contains all adjustments (all of which are normal and recurring) necessary for a fair presentation of the results for the interim periods. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the full year.  The December 28, 2008, consolidated condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States.

As described below in Note 8, the Company has sold its Fabrics Group business segment.  The results of operations and related disposal costs, gains and losses for this business are classified as discontinued operations for all periods presented.

Additionally, certain prior period amounts have been reclassified to conform to the current period presentation.

NOTE 2 – INVENTORIES

Inventories are summarized as follows:

	April 5, 2009		December 28, 2008
	(In thousands)
Finished Goods	$	69,236	$	72,495
Work in Process		21,908		21,610
Raw Materials		33,667		34,818
	$	124,811	$	128,923

NOTE 3 – EARNINGS (LOSS) PER SHARE

The Company computes basic earnings (loss) per share (“EPS”) attributable to common stockholders by dividing income from continuing operations attributable to common stockholders, income from discontinued operations attributable to common stockholders and net income attributable to common stockholders, by the weighted-average common shares outstanding including participating securities outstanding, during the period as discussed below.  Diluted EPS reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue common stock were exercised, converted into common stock or resulted in the issuance of common stock that would have shared in the Company’s earnings.

In the first quarter of 2009, the Company adopted FSP EITF No. 03-6-1, which requires the Company to include all unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in our basic and diluted EPS calculations when the inclusion of these shares would be dilutive.  As a result, the Company has included all of these outstanding restricted stock awards in our calculation of basic and diluted EPS for the first quarter of 2008.  Because the Company was in a loss from continuing operations position for the first quarter of 2009, these participating securities were not included in the determination of EPS because to do so would be anti-dilutive.  FSP EITF No. 03-6-1 also requires additional disclosure of EPS for common stock and unvested share-based payment awards, separately disclosing distributed and undistributed earnings. Distributed earnings represent common stock dividends and dividends earned on unvested share-based payment awards. Undistributed earnings represent earnings that were available for distribution but were not distributed.  Common stock and unvested share-based payment awards earn dividends equally as shown in the table below:

- 7 - -

	Three Months Ended
	April 5, 2009			March 30, 2008
Earnings (Loss) Per Share from Continuing Operations
Basic Earnings (Loss) Per Share Attributable to
Common Stockholders:
Distributed Earnings	$	--		$	0.03
Undistributed Earnings (Loss)		(0.06	)		0.20
Total	$	(0.06	)	$	0.23
Diluted Earnings (Loss) Per Share Attributable to
Common Stockholders:
Distributed Earnings	$	--		$	0.03
Undistributed Earnings (Loss)		(0.06	)		0.19
Total	$	(0.06	)	$	0.22
Earnings (Loss) Per Share from Discontinued Operations
Basic and Diluted Earnings (Loss) Per Share Attributable to
Common Stockholders:
Distributed Earnings	$	--		$	--
Undistributed Earnings (Loss)		(0.01	)		--
Total	$	(0.01	)	$	--
Basic Earnings (Loss) Per Share	$	(0.07	)	$	0.23
Diluted Earnings (Loss) Per Share	$	(0.07	)	$	0.22

For the three months ended April 5, 2009 and March 30, 2008 there was no significant amount of income or loss attributable to participating securities from continuing operations, and there was no significant amount of net income or loss attributable to participating securities.  As discussed above, participating securities were not included in the determination of EPS for the three months ended April 5, 2009, as their inclusion would be anti-dilutive.

The weighted average shares for basic and diluted EPS were as follows:

	Three Months Ended
	April 5, 2009		March 30, 2008
Shares for Basic Earnings (Loss) Per Share (including participating securities for the three months ended March 30, 2008)		61,770		62,725
Dilutive effect of stock options		--		410
Shares for Diluted Earnings (Loss) Per Share		61,770		63,135

As the Company was in a loss from continuing operations position for the three months ended April 5, 2009, any potential common shares and participating securities would be anti-dilutive and therefore were not included in the calculation.  For the three months ended March 30, 2008, options to purchase 195,000 shares of common stock were not included in the computation of diluted earnings per share as their impact would be anti-dilutive.

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NOTE 4 – SEGMENT INFORMATION

Based on the quantitative thresholds specified in Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related Information,” the Company has determined that it has two reportable segments: (1) the Modular Carpet segment, which includes its InterfaceFLOR, Heuga and FLOR modular carpet businesses, as well as its Intersept antimicrobial sales and licensing program, and (2) the Bentley Prince Street segment, which includes its Bentley Prince Street broadloom, modular carpet and area rug businesses.  The majority of the operations of the Company’s former Specialty Products segment, which included Pandel, Inc., a producer of vinyl carpet tile backing and specialty mat and foam products, were sold in 2007.  As a result of this sale, the Company no longer has a Specialty Products segment.  In 2007, the Company also sold its former Fabrics Group business segment (see Note 8 for further information).  Accordingly, the Company has included the operations of the former Fabrics Group segment in discontinued operations.

The accounting policies of the operating segments are the same as those described in the Summary of Significant Accounting Policies contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2008, as filed with the Commission. Segment amounts disclosed are prior to any elimination entries made in consolidation, except in the case of net sales, where intercompany sales have been eliminated. The chief operating decision maker evaluates performance of the segments based on operating income. Costs excluded from this profit measure primarily consist of allocated corporate expenses, interest/other expense and income taxes. Corporate expenses are primarily comprised of corporate overhead expenses. Thus, operating income includes only the costs that are directly attributable to the operations of the individual segment.  Assets not identifiable to any individual segment are corporate assets, which are primarily comprised of cash and cash equivalents, short-term investments, intangible assets and intercompany amounts, which are eliminated in consolidation.

Segment Disclosures

Summary information by segment follows:

	Modular Carpet		Bentley Prince Street			Total
Three Months Ended April 5, 2009
Net sales	$	176,452	$	22,856		$	199,308
Depreciation and amortization		4,581		646			5,227
Operating income (loss)		6,698		(2,986	)		3,712
Three Months Ended March 30, 2008
Net sales	$	226,073	$	35,663		$	261,736
Depreciation and amortization		3,593		508			4,101
Operating income		30,866		1,589			32,455

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A reconciliation of the Company’s total segment operating income, depreciation and amortization, and assets to the corresponding consolidated amounts follows:

	Three Months Ended
	April 5, 2009			March 30, 2008
	(In thousands)
DEPRECIATION AND AMORTIZATION
Total segment depreciation and amortization	$	5,227		$	4,101
Corporate depreciation and amortization		1,021			2,394
Reported depreciation and amortization	$	6,248		$	6,495
OPERATING INCOME
Total segment operating income	$	3,712		$	32,455
Corporate expenses and other reconciling amounts		(638	)		(1,484	)
Reported operating income	$	3,074		$	30,971

	April 5, 2009		December 28, 2008
ASSETS	(In thousands)
Total segment assets	$	538,558	$	569,913
Discontinued operations		2,150		3,150
Corporate assets and eliminations		111,186		132,972
Reported total assets	$	651,894	$	706,035

NOTE 5 – LONG-TERM DEBT

The Company maintains a domestic revolving credit agreement (the “Facility”) that provides a maximum aggregate amount of $100 million of loans and letters of credit available to us at any one time (subject to a borrowing base) with an option for us to increase that maximum aggregate amount to $150 million (upon the satisfaction of certain conditions, and subject to a borrowing base).  The Company is presently in compliance with all covenants under the Facility and anticipates that it will remain in compliance with the covenants for the foreseeable future.  As of April 5, 2009, there were zero borrowings and $9.1 million in letters of credit outstanding under the Facility.  As of April 5, 2009, the Company could have incurred $42.1 million of additional borrowings under the Facility (this amount would have been $49.4 million with the receipt of a landlord lien waiver that we expect to receive for one inventory location). 

Interface Europe B.V. (the Company’s modular carpet subsidiary based in the Netherlands) and certain of its subsidiaries maintain a Credit Agreement with ABN AMRO Bank N.V. Under this Credit Agreement, ABN AMRO provides a credit facility for borrowings and bank guarantees in varying aggregate amounts over time.  As of April 5, 2009, there were no borrowings outstanding under this facility, and the Company could have incurred €10.0 million (approximately $13.2 million) of additional borrowings under the facility.   Subsequent to the end of the quarter, on April 24, 2009, this facility was amended and restated.  See Note 13 (“Subsequent Event”) for further information.

Other non-U.S. subsidiaries of the Company have an aggregate of the equivalent of $9.8 million of lines of credit available.  No amounts were outstanding under these lines of credit as of April 5, 2009.

As of April 5, 2009, the estimated fair values (based on then-current market prices) of the Company's 9.5% Senior Subordinated Notes due 2014 and the 10.375% Senior Notes due 2010 were $95.9 million and $136.1 million, respectively.

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NOTE 6 – STOCK-BASED COMPENSATION

Stock Option Awards

SFAS No. 123R, “Share-Based Payments,” which revises SFAS No. 123, “Accounting for Stock-Based Compensation” requires that the Company measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award.  That cost will be recognized over the period in which the employee is required to provide the services – the requisite service period (usually the vesting period) – in exchange for the award.  The grant date fair value for options and similar instruments will be estimated using option pricing models.  Under SFAS No. 123R, the Company is required to select a valuation technique or option pricing model that meets the criteria as stated in the standard, which includes a binomial model and the Black-Scholes model. The Company continues to use the Black-Scholes model. SFAS No. 123R requires that the Company estimate forfeitures for stock options and reduce compensation expense accordingly. The Company has reduced its stock compensation expense by the assumed forfeiture rate and will evaluate experience against this forfeiture rate going forward.

During the first three months of 2009 and 2008, the Company recognized stock option compensation costs of $0.3 million and $0.1 million, respectively.  The remaining unrecognized compensation cost related to unvested awards at April 5, 2009, approximated $2.1 million, and the weighted average period of time over which this cost will be recognized is approximately two years.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants issued in the first three months of fiscal years 2009 and 2008:

	Three Months Ended  April 5, 2009			Three Months Ended  March 30, 2008
Risk free interest rate		1.60	%		3.90	%
Expected life	5.5 years			3.25 years
Expected volatility		61	%		61	%
Expected dividend yield		2.6	%		0.57	%

The weighted average grant date fair value of stock options granted during the first three months of fiscal year 2009 was $1.91 per share.

The following table summarizes stock options outstanding as of April 5, 2009, as well as activity during the three months then ended:

	Shares		Weighted Average Exercise Price
Outstanding at December 28, 2008		679,000	$	7.43
Granted		1,020,000		4.30
Exercised		--		--
Forfeited or canceled		36,000		6.93
Outstanding at April 5, 2009 (a)		1,663,000	$	5.73
Exercisable at April 5, 2009 (b)		573,000	$	7.22

(a) At April 5, 2009, the weighted-average remaining contractual life of options outstanding was 7.0 years.

(b) At April 5, 2009, the weighted-average remaining contractual life of options exercisable was 2.4 years.

At April 5, 2009, the aggregate intrinsic value of in-the-money options outstanding and options exercisable was $0.1 million and $0.1 million, respectively (the intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option).

- 11 - -

Cash proceeds and intrinsic value related to total stock options exercised during the first three months of fiscal years 2009 and 2008 are provided in the following table:

	Three Months Ended
	April 5, 2009		March 30, 2008
	(In thousands)
Proceeds from stock options exercised	$	--	$	818
Intrinsic value of stock options exercised	$	--	$	1,133

The Company did not recognize any significant tax benefit with regard to stock options in either period presented.

Restricted Stock Awards

During the three months ended April 5, 2009, and March 30, 2008, the Company granted restricted stock awards for 27,000 and 1,012,000 shares, respectively, of Class B common stock.  These awards (or a portion thereof) vest with respect to each recipient over a two to five-year period from the date of grant, provided the individual remains in the employment or service of the Company as of the vesting date.  Additionally, these shares (or a portion thereof) could vest earlier upon the attainment of certain performance criteria, in the event of a change in control of the Company, or upon involuntary termination without cause.

Compensation expense related to restricted stock grants was $0.3 million and $3.9 million for the three months ended April 5, 2009, and March 30, 2008, respectively.  SFAS No. 123R requires that the Company estimate forfeitures for restricted stock and reduce compensation expense accordingly.  The Company has reduced its expense by the assumed forfeiture rate and will evaluate experience against this forfeiture rate going forward.

The following table summarizes restricted stock activity as of April 5, 2009, and during the three months then ended:

	Shares		Weighted Average Grant Date Fair Value
Outstanding at December 28, 2008		1,550,000	$	12.70
Granted		27,000		4.31
Vested		149,000		9.13
Forfeited or canceled		--		--
Outstanding at April 5, 2009		1,428,000	$	12.97

As of April 5, 2009, the unrecognized total compensation cost related to unvested restricted stock was $10.0 million.  That cost is expected to be recognized by the end of 2012.

The Company recognized a tax benefit of approximately $1.2 million related to restricted stock during the three months ended March 30, 2008.  No significant tax benefit was recognized for the three months ended April 5, 2009.

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NOTE 7 – EMPLOYEE BENEFIT PLANS

The following tables provide the components of net periodic benefit cost for the three-month periods ended April 5, 2009, and March 30, 2008, respectively:

	Three Months Ended
Defined Benefit Retirement Plan (Europe)	April 5, 2009			March 30, 2008
	(In thousands)
Service cost	$	514		$	697
Interest cost		2,478			3,314
Expected return on assets		(2,394	)		(3,865	)
Amortization of prior service costs		20			--
Recognized net actuarial (gains)/losses		413			364
Net periodic benefit cost	$	1,031		$	510

	Three Months Ended
Salary Continuation Plan (SCP)	April 5, 2009		March 30, 2008
	(In thousands)
Service cost	$	81	$	67
Interest cost		271		237
Amortization of transition obligation		55		55
Amortization of prior service cost		12		12
Amortization of (gain)/loss		69		74
Net periodic benefit cost	$	488	$	445

NOTE 8 – DISCONTINUED OPERATIONS

In 2007, the Company sold its Fabrics Group business segment.  Current and prior periods have been restated to include the results of operations and related disposal costs, gains and losses for this business segment as discontinued operations.  In addition, assets and liabilities of this business segment have been reported in assets and liabilities held for sale for all reported periods.

Summary operating results for the above-described discontinued operations are as follows:

	Three Months Ended
	April 5, 2009			March 30, 2008
	(In thousands)
Net sales	$	--		$	--
Loss on operations before taxes on income		(1,000	)		--
Tax benefit		350			--
Loss on operations, net of tax		(650	)		--

The loss on operations reflects charges taken to reduce the carrying value of long-lived assets to their approximate fair market value.

Assets and liabilities, including reserves, related to the above-described discontinued operations that were held for sale consist of the following:

	April 5, 2009		December 28, 2008
	(In thousands)
Current assets	$	--	$	--
Property and equipment		2,150		3,150
Other assets		--		--
Current liabilities		--		--
Other liabilities		--		--

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NOTE 9 – RESTRUCTURING CHARGES

2008 Restructuring Charge

In the fourth quarter of 2008, the Company committed to a restructuring plan intended to reduce costs across its worldwide operations, and more closely align the Company’s operations with demand levels.  The reduction of the demand levels is primarily a result of the worldwide recession and the associated delays and reductions in the number of construction projects where the Company’s carpet products are used.  The plan primarily consists of ceasing manufacturing operations at its facility in Belleville, Canada, and reducing its worldwide employee base by a total of approximately 530 employees in the areas of manufacturing, sales and administration.  In connection with the restructuring plan, the Company recorded a pre-tax restructuring charge in the fourth quarter of 2008 of $11.0 million.  The Company records its restructuring accruals under the provisions of SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” or SFAS No. 112, “Employer’s Accounting for Post-Employment Benefits, an Amendment of FASB Statements No. 5 and 43,” as appropriate.  The restructuring charge is comprised of employee severance expense of $7.8 million, impairment of assets of $2.6 million, and other exit costs of $0.7 million (primarily related to lease exit costs and other closure activities).  Approximately $8.3 million of the restructuring charge will be cash expenditures, primarily severance expense.  Actions and expenses related to this plan were substantially completed in the first quarter of 2009, and the plan is expected to yield annualized cost savings of approximately $30 million.

A summary of these restructuring activities is presented below:

	Total Restructuring Charge		Costs Incurred  in 2008		Costs Incurred  in 2009		Balance at April 5, 2009
	(in thousands)
Facilities consolidation	$	2,559	$	2,559	$	--	$	--
Workforce reduction		7,751		1,464		2,964		3,323
Other charges		665		--		205		460
	$	10,975	$	4,023	$	3,169	$	3,783

The table below details these restructuring activities by segment:

	Modular Carpet		Bentley Prince Street		Corporate		Total
	(in thousands)
Total amounts expected to be incurred	$	10,710	$	120	$	145	$	10,975
Cumulative amounts incurred to date		6,967		120		105		7,192
Total amounts incurred in the period		2,944		120		105		3,169

2009 Restructuring Charge

In the first quarter of 2009, the Company adopted a new restructuring plan, primarily comprised of a further reduction in the Company’s worldwide employee base by a total of approximately 290 employees and continuing actions taken to better align fixed costs with demand for its products on a global level.  In connection with the new plan, the Company recorded a pre-tax restructuring charge of $5.7 million, comprised of $4.0 million of employee severance expense and $1.7 million of other exit costs (primarily including costs to exit the Canadian manufacturing facilities, lease exit costs and other costs).  Approximately $5.2 million of the restructuring charge will involve future cash expenditures, primarily severance expense.  Actions and expenses related to this plan were substantially completed in the first quarter of 2009, and the plan is expected to yield annualized cost savings of approximately $17 million.

- 14 - -

A summary of these restructuring activities is presented below:

	Total Restructuring Charge		Costs Incurred  in 2009		Balance at April 5, 2009
	(in thousands)
Facilities consolidation	$	970	$	573	$	397
Workforce reduction		3,970		629		3,341
Other charges		784		76		708
	$	5,724	$	1,278	$	4,446

The table below details these restructuring activities undertaken in 2009 by segment:

	Modular Carpet		Bentley Prince Street		Corporate		Total
	(in thousands)
Total amounts expected to be incurred	$	5,309	$	415	$	--	$	5,724
Cumulative amounts incurred to date		1,167		111		--		1,278
Total amounts incurred in the period		1,167		111		--		1,278

NOTE 10 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest amounted to $15.8 million for both of the three month periods ended April 5, 2009, and March 30, 2008, respectively.  Income tax payments amounted to $5.5 million and $4.7 million for the three months ended April 5, 2009, and March 30, 2008, respectively.

NOTE 11 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”). The FASB declared that unvested share-based payout awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method under SFAS No. 128, “Earnings Per Share,” when dilutive. FSP EITF 03-6-1 became effective for the Company on December 29, 2008.  The adoption of this standard had the impact of a $0.01 per share reduction of diluted earnings per share for the first quarter of 2008.  See Footnote 3, “Earnings (Loss) Per Share,” for more discussion on the adoption of this standard.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.”  This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States.  The FASB believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.  The FASB does not believe this statement will result in a change in current practice. SFAS 162 became effective November 15, 2008.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative instruments and Hedging Activities.”  The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable better understanding of the effects on financial position, financial performance, and cash flows.  The effective date is for fiscal years and interim periods beginning after November 15, 2008.  The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements because the Company is not a party to any significant derivative transactions.

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In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment to ARB No. 51.”  SFAS No. 160 establishes standards of accounting and reporting of noncontrolling interests in subsidiaries, currently known as minority interest, in consolidated financial statements, provides guidance on accounting for changes in the parent’s ownership interest in a subsidiary and establishes standards of accounting of the deconsolidation of a subsidiary due to the loss of control.  SFAS No. 160 requires an entity to present minority interests as a component of equity.  Additionally, SFAS No. 160 requires an entity to present net income and consolidated comprehensive income attributable to the parent and the minority interest separately on the face of the consolidated financial statements.  This standard became effective beginning with the Company’s fiscal year 2009 and interim periods thereof.  The adoption of this standard resulted in a reclassification of $7.9 million of minority interest to equity as of December 28, 2008 and April 5, 2009.  The Company also has adjusted its consolidated condensed statements of operations for the periods presented to reflect the income from the minority interest as a component of net income.  The adjustment resulted in a $0.1 million increase in other income for the three months ended April 5, 2009, and a $0.2 million decrease of other expense in the three months ended March 30, 2008.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.”  SFAS No. 141R requires the acquiring entity to recognize and measure at an acquisition date fair value all identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree.  The statement recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.  SFAS No. 141R requires disclosures about the nature and financial effect of the business combination and also changes the accounting for certain income tax assets recorded in purchase accounting.  This standard is effective for the fiscal year beginning after December 15, 2008.  The adoption of this pronouncement did not have any significant impact on the Company’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  For financial assets subject to fair value measurements, SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.  In November 2007, the FASB granted a deferral for the application of SFAS No. 157 with regard to non-financial assets until fiscal years beginning after November 15, 2008.  The adoption of the pronouncement for financial assets did not have a material impact on the Company’s consolidated financial statements.  The Company’s annual fair value measurement of its reporting units under step 1 of the SFAS No. 142 goodwill impairment test represents the only significant fair value measurement on a recurring basis for which the Company expects to be impacted by the adoption of SFAS No. 157 with regard to non-financial assets in 2009.  In addition, any fair value measurements related to long-lived asset impairments under SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” would be subject to the provisions of SFAS No. 157 as well.  The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

NOTE 12 – INCOMETAXES

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes.” In summary, FIN 48 requires that all tax positions subject to SFAS No. 109, “Accounting for Income Taxes,” be analyzed using a two-step approach. The first step requires an entity to determine if a tax position is more-likely-than-not to be sustained upon examination. In the second step, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, that is more-likely-than-not to be realized upon ultimate settlement. FIN 48 was effective as of January 1, 2007, with any adjustment in a company’s tax provision being accounted for as a cumulative effect of accounting change in beginning equity.  On January 1, 2007, the Company adopted the provisions of FIN 48.  As required by FIN 48, the cumulative effect of applying the provisions of the Interpretation have been reported as an adjustment to the Company’s retained earnings balance as of January 1, 2007.  The Company recognized a $4.6 million increase in its liability for unrecognized tax benefits with a corresponding decrease to the fiscal year 2007 opening balance of retained earnings.  There have been no material changes to the Company’s unrecognized tax benefits during the three months ended April 5, 2009.  As of April 5, 2009, the Company had approximately $7.4 million accrued for unrecognized tax benefits.

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NOTE 13 – SUBSEQUENT EVENT

On April 24, 2009, Interface Europe B.V. (our modular carpet subsidiary based in the Netherlands) and certain of its subsidiaries entered into an amended and restated Credit Agreement with ABN AMRO Bank N.V.  Under the Credit Agreement (which replaces the prior credit agreement with ABN AMRO Bank, N.V. executed on March 9, 2007), ABN AMRO provides a credit facility, until further notice, for borrowings and bank guarantees in varying aggregate amounts over time as follows:

Period	Maximum Amount in Euros (in millions)
May 1, 2009 – September 30, 2009	€	32
October 1, 2009 – September 30, 2010		26
October 1, 2010 –September 30, 2011		20
October 1, 2011 –September 30, 2012		14
From October 1, 2012		8

Interest on borrowings under the facility is charged at varying rates computed by applying a margin of 1% over ABN AMRO’s euro base rate (consisting of the leading refinancing rate as determined from time to time by the European Central Bank plus a debit interest surcharge), which base rate is subject to a minimum of 3.5% per annum.  Fees on bank guarantees and documentary letters of credit are charged at a rate of 1% per annum or part thereof on the maximum amount and for the maximum duration of each guarantee or documentary letter of credit issued.  A facility fee of 0.5% per annum is payable with respect to the facility amount.  The facility is secured by liens on certain real property, personal property and other assets of our principal European subsidiaries.  The facility also includes certain financial covenants (which require the borrowers and their subsidiaries to maintain a minimum interest coverage ratio, total debt/EBITDA ratio and tangible net worth/total assets) and affirmative and negative covenants, and other provisions that restrict the borrowers’ ability (and the ability of certain of the borrowers’ subsidiaries) to take certain actions.

NOTE 14 – SUPPLEMENTAL CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

The Guarantor Subsidiaries, which consist of the Company’s principal domestic subsidiaries, are guarantors of the Company’s 10.375% senior notes due 2010 and its 9.5% senior subordinated notes due 2014.  These guarantees are full and unconditional.  The Supplemental Guarantor Financial Statements are presented herein pursuant to requirements of the Commission.

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INTERFACE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED APRIL 5, 2009

	GUARANTOR SUBSIDIARIES		NON-GUARANTOR SUBSIDIARIES			INTERFACE, INC. (PARENT CORPORATION)			CONSOLIDATION AND ELIMINATION ENTRIES			CONSOLIDATED TOTALS
	(IN THOUSANDS)
Net sales	$	119,316	$	103,508		$	--		$	(23,516	)	$	199,308
Cost of sales		91,421		68,234			--			(23,516	)		136,139
Gross profit on sales		27,895		35,274			--			--			63,169
Selling, general and  administrative expenses		20,201		29,125			5,045			--			54,371
Restructuring charge		3,460		2,264			--			--			5,724
Operating income (loss)		4,234		3,885			(5,045	)		--			3,074
Interest/Other expense		4,184		1,236			1,503			--			6,923
Income (loss) before taxes on income and equity in income of subsidiaries		50		2,649			(6,548	)		--			(3,849	)
Income tax (benefit) expense		6		302			(784	)		--			(476	)
Equity in income (loss) of subsidiaries		--		--			1,612			(1,612	)		--
Income (loss) from continuing operations		44		2,347			(4,152	)		(1,612	)		(3,373	)
Loss on discontinued operations, net of tax		--		(650	)		--			--			(650	)
Net income (loss)		44		1,697			(4,152	)		(1,612	)		(4,023	)
Net income attributable to noncontrolling interests		--		(129	)		--			--			(129	)
Net income (loss) attributable to Interface, Inc.	$	44	$	1,568		$	(4,152	)	$	(1,612	)	$	(4,152	)

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CONDENSED CONSOLIDATING BALANCE SHEET

APRIL 5, 2009

	GUARANTOR SUBSIDIARIES			NON-GUARANTOR SUBSIDIARIES			INTERFACE, INC. (PARENT CORPORATION)			CONSOLIDATION AND ELIMINATION ENTRIES			CONSOLIDATED TOTALS
	(IN THOUSANDS)
ASSETS
Current Assets:
Cash and cash equivalents	$	--		$	34,458		$	20,430		$	--		$	54,888
Accounts receivable		47,045			64,048			2,025			--			113,118
Inventories		71,153			53,658			--			--			124,811
Prepaids and deferred income taxes		9,345			14,029			5,702			--			29,076
Assets of business held for sale		--			2,150			--			--			2,150
Total current assets		127,543			168,343			28,157			--			324,043
Property and equipment less accumulated depreciation		80,500			71,993			5,398			--			157,891
Investment in subsidiaries		258,280			183,938			28,624			(470,842	)		--
Goodwill		6,954			67,890			--			--			74,844
Other assets		7,962			12,087			75,067			--			95,116
	$	481,239		$	504,251		$	137,246		$	(470,842	)	$	651,894
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities	$	43,304		$	68,132		$	152,633		$	--		$	264,069
Senior subordinated notes		--			--			135,000			--			135,000
Deferred income taxes		1,614			9,816			(3,930	)		--			7,500
Other		2,676			9,078			25,311			--			37,065
Total liabilities		47,594			87,026			309,014			--			443,634
Noncontrolling interest in subsidiary		--			7,850			--			--			7,850
Redeemable preferred stock		57,891			--			--			(57,891	)		--
Common stock		94,145			102,199			6,319			(196,344	)		6,319
Additional paid-in capital		191,411			12,525			341,076			(203,936	)		341,076
Retained earnings (deficit)		91,445			361,316			(511,150	)		(11,542	)		(69,931	)
AOCI - Foreign currency translation adjustment		(1,247	)		(42,223	)		(4,594	)		(1,129	)		(49,193	)
AOCI - Pension liability		--			(24,442	)		(3,419	)		--			(27,861	)
	$	481,239		$	504,251		$	137,246		$	(470,842	)	$	651,894

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS

ENDED APRIL 5, 2009

	GUARANTOR SUBSIDIARIES			NON-GUARANTOR SUBSIDIARIES			INTERFACE, INC. (PARENT CORPORATION)			CONSOLIDATION AND ELIMINATION ENTRIES			CONSOLIDATED TOTALS
	(IN THOUSANDS)
Net cash provided by (used for) operating activities	$	1,840		$	10,644		$	(16,455	)	$	2,693		$	(1,278	)
Cash flows from investing activities:
Purchase of plant and equipment		(3,048	)		(2,308	)		(201	)		--			(5,557	)
Other		(422	)		2,199			(903	)		--			874
Net cash provided by (used for) investing activities		(3,470	)		(109	)		(1,104	)		--			(4,683	)
Cash flows from financing activities:
Net borrowings		--			--			--			--			--
Repurchase of senior notes		--			--			(10,325	)		--			(10,325	)
Proceeds from issuance of  common stock		--			--			--			--			--
Other		848			(2,075	)		3,966			(2,739	)		--
Dividends paid		--			(46	)		(162	)		46			(162	)
Net cash provided by (used for) financing activities		848			(2,121	)		(6,521	)		(2,693	)		(10,487	)
Effect of exchange rate change on cash		--			(421	)		--			--			(421	)
Net increase (decrease) in cash		(782	)		7,993			(24,080	)		--			(16,869	)
Cash at beginning of period		782			26,465			44,510			--			71,757
Cash at end of period	$	--		$	34,458		$	20,430		$	--		$	54,888

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our discussions below in this Item 2 are based upon the more detailed discussions about our business, operations and financial condition included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2008, under Item 7 of that Form 10-K.  Our discussions here focus on our results during the quarter ended, or as of, April 5, 2009, and the comparable period of 2008 for comparison purposes, and, to the extent applicable, any material changes from the information discussed in that Form 10-K or other important intervening developments or information since that time.  These discussions should be read in conjunction with that Form 10-K for more detailed and background information.

Forward-Looking Statements

This report contains statements which may constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include risks and uncertainties associated with economic conditions in the commercial interiors industry as well as the risks and uncertainties discussed under the heading “Risk Factors” included in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2008, which discussion is hereby incorporated by reference. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Restructuring Charges

2008 Restructuring Charge

In the fourth quarter of 2008, we committed to a restructuring plan intended to reduce costs across our worldwide operations, and more closely align our operations with demand levels.  The reduction of the demand levels is primarily a result of the worldwide recession and the associated delays and reductions in the number of construction projects where our carpet products are used.  The plan primarily consists of ceasing manufacturing operations at our facility in Belleville, Canada, and reducing our worldwide employee base by a total of approximately 530 employees in the areas of manufacturing, sales and administration.  In connection with the restructuring plan, we recorded a pre-tax restructuring charge in the fourth quarter of 2008 of $11.0 million.  We record our restructuring accruals under the provisions of SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” or SFAS No. 112, “Employer’s Accounting for Post-Employment Benefits, an Amendment of FASB Statements No. 5 and 43,” as appropriate.  The restructuring charge is comprised of employee severance expense of $7.8 million, impairment of assets of $2.6 million, and other exit costs of $0.7 million (primarily related to lease exit costs and other closure activities).  Approximately $8.3 million of the restructuring charge will be cash expenditures, primarily severance expense.  Actions and expenses related to this plan were substantially completed in the first quarter of 2009, and the plan is expected to yield annualized cost savings of approximately $30 million.

2009 Restructuring Charge

In the first quarter of 2009, we adopted a new restructuring plan, primarily comprised of a further reduction in our worldwide employee base by a total of approximately 290 employees and continuing actions taken to better align fixed costs with demand for our products on a global level.  In connection with the new plan, we recorded a pre-tax restructuring charge of $5.7 million, comprised of $4.0 million of employee severance expense and $1.7 million of other exit costs (primarily costs to exit the Canadian manufacturing facilities, lease exit costs and other costs).  Approximately $5.2 million of the restructuring charge will involve future cash expenditures, primarily severance expense.  Actions and expenses related to this plan were substantially completed in the first quarter of 2009, and the plan is expected to yield annualized cost savings of approximately $17 million.

Discontinued Operations

In 2007, we sold our Fabrics Group business segment.  In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we have reported the results of operations for the former Fabrics Group business segment for all periods reflected herein, as “discontinued operations.”  Consequently, our discussion of revenues or sales and other results of operations (except for net income or loss amounts), including percentages derived from or based on such amounts, excludes this discontinued operation unless we indicate otherwise.

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Our discontinued operations had no net sales and a loss of $0.7 million in the three-month period ended April 5, 2009 (these results are included in our statements of operations as part of the “Loss from Discontinued Operations, Net of Taxes”).  Our discontinued operations had no net sales and no income or loss in the three-month period ended March 30, 2008.

General

During the quarter ended April 5, 2009, we had net sales of $199.3 million, compared with net sales of $261.7 million in the first quarter last year.  Fluctuations in currency exchange rates negatively impacted 2009 first quarter sales by 9% (approximately $23 million), compared with the prior year period.

During the first quarter of 2009, we had net loss attributable to Interface, Inc. of $4.2 million, or $0.07 per share, compared with net income attributable to Interface, Inc. of $14.1 million, or $0.22 per diluted share, in the first quarter last year.  Loss from continuing operations in the first quarter of 2009 was $3.4 million, or $0.06 per share, compared with income from continuing operations of $14.3 million, or $0.22 per diluted share, in the first quarter last year.

Results of Operations

The following table presents, as a percentage of net sales, certain items included in our Consolidated Condensed Statements of Operations for the three-month periods ended April 5, 2009, and March 30, 2008, respectively:

	Three Months Ended
	April 5, 2009			March 30, 2008
Net sales		100.0	%		100.0	%
Cost of sales		68.3			64.0
Gross profit on sales		31.7			36.0
Selling, general and administrative expenses		27.3			24.2
Restructuring charge		2.9			--
Operating income		1.5			11.8
Interest/Other expense		3.5			3.1
Income (loss) from continuing operations before tax expense		(1.9	)		8.7
Income tax expense (benefit)		(0.2	)		3.3
Income (loss) from continuing operations		(1.7	)		5.4
Discontinued operations, net of tax		(0.3	)		--
Loss on disposal		--			--
Net income (loss)		(2.0	)		5.4
Net income (loss) attributable to Interface, Inc.		(2.1	)		5.4

Below we provide information regarding net sales for each of our operating segments, and analyze those results for the three-month periods ended April 5, 2009, and March 30, 2008, respectively.

Net Sales by Business Segment

Net sales by operating segment and for our Company as a whole were as follows for the three-month periods ended April 5, 2009, and March 30, 2008, respectively:

	Three Months Ended				Percentage
Net Sales By Segment	04/05/09		03/30/08		Change
	(In thousands)
Modular Carpet	$	176,452	$	226,073		(21.9	%)
Bentley Prince Street		22,856		35,663		(35.9	%)
Total	$	199,308	$	261,736		(23.9	%)

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Modular Carpet Segment.  For the quarter ended April 5, 2009, net sales for the modular carpet segment decreased $49.6 million (21.9%) versus the comparable period in 2008.  This decline is primarily attributable to the reduced order activity for renovation and construction projects as a result of the worldwide financial and credit crisis. On a geographic basis, sales in the Americas and Asia-Pacific were down 13.3% and 23.3%, respectively.  Sales in Europe were down 21.3% in local currency and 31.1% as reported in U.S. Dollars as a result of the continued strengthening of the U.S. Dollar versus the Euro and British Pound Sterling.  The decline in the corporate office segment (down 28%) was the primary driver of the decrease in sales.  The impact of this decline was somewhat mitigated as a result of our market diversification strategy, as we saw lesser decreases in the government (6% decline) and education (13% decline) segments as well as a slight increase in the retail segment (2% increase).

Bentley Prince Street Segment.  In our Bentley Prince Street Segment, net sales for the quarter ended April 5, 2009 decreased $12.8 million (35.9%) versus the comparable period in 2008.  This decrease is primarily attributable to the downturn in demand in response to the worldwide financial and credit crisis, as well as the general market movement away from broadloom carpet and toward carpet tile.  The sales decrease at Bentley Prince Street occurred across both corporate (down 32%) and non-corporate segments, particularly in the healthcare (down 35%) and hospitality (down 72%) segments.

Cost and Expenses

Company Consolidated.  The following table presents, on a consolidated basis for our operations, our overall cost of sales and selling, general and administrative expenses for the three-month periods ended April 5, 2009, and March 30, 2008, respectively:

	Three Months Ended				Percentage
Cost and Expenses	04/05/09		03/30/08		Change
	(In thousands)
Cost of sales	$	136,139	$	167,470		(18.7	%)
Selling, general and administrative expenses		54,371		63,295		(14.1	%)
Total	$	190,510	$	230,765		(17.4	%)

For the quarter ended April 5, 2009, our cost of sales decreased $31.3 million (18.7%) versus the comparable period in 2008.  This decrease was a direct result of the reduced net sales across our worldwide operations as discussed above.  The cost decrease was not as proportionally large as the decrease in net sales because our restructuring initiatives discussed above were not fully implemented for the entire quarter, resulting in an under-absorption of fixed overhead costs associated with the lower production volumes.  As a result, as a percentage of net sales, cost of sales increased to 68.3% versus 64.0% in the comparable period in 2008.  We believe that as our restructuring initiatives are substantially completed, our cost of sales will decline as a percentage of net sales for the remainder of the year.

For the quarter ended April 5, 2009, our selling, general and administrative expenses decreased $8.9 million (14.1%) versus the comparable period in 2008. The components of this decrease were (1) a $4.6 million reduction in selling costs associated with the decline in sales volume, (2) a $3.7 million reduction in marketing expense as programs were cut to better match anticipated demand, and (3) a $1.0 million reduction in incentive compensation as performance goals were not achieved to the same degree as they were in the comparable period in 2008.  The decline in selling, general and administrative expenses was not as proportionately large as the decline in sales because the savings related to our restructuring plans were not fully realized in the first quarter.  As a result, as a percentage of net sales, selling, general and administrative expenses increased to 27.3% for the three months ended April 5, 2009 versus 24.2% for the comparable period in 2008.

Cost and Expenses by Segment.  The following table presents the combined cost of sales and selling, general and administrative expenses for each of our operating segments:

Cost of Sales and Selling, General and	Three Months Ended				Percentage
Administrative Expenses (Combined)	04/05/09		03/30/08		Change
	(In thousands)
Modular Carpet	$	164,444	$	195,207		(15.8	%)
Bentley Prince Street		25,427		34,074		(25.4	%)
Corporate Expenses and Eliminations		639		1,484		(56.9	%)
Total	$	190,510	$	230,765		(17.4	%)

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Interest Expenses

For the three-month period ended April 5, 2009, interest expense decreased $0.1 million to $7.7 million, versus $7.8 million in the comparable period in 2008.  This decrease was due primarily to the lower levels of debt outstanding on a daily basis during the first quarter of 2009 (mostly through the repurchase of $10.8 million of our 10.375% Senior Notes in March 2009) versus the comparable period in 2008.

Liquidity and Capital Resources

General

At April 5, 2009, we had $54.9 million in cash.  At that date, we had no borrowings and $9.1 million in letters of credit outstanding under our domestic revolving credit facility, and no borrowings outstanding under our European credit facility.  As of April 5, 2009, we could have incurred $42.1 million of additional borrowings under our domestic revolving credit facility (this amount would have been $49.4 million with the receipt of a landlord lien waiver that we expect to receive for one inventory location) and €10.0 million (approximately $13.2 million) of additional borrowings under our European credit facility.  In addition, we could have incurred an additional $9.8 million of borrowings under our other credit facilities in place at other non-U.S. subsidiaries.

Subsequent to the end of the first quarter of 2009, on April 24, 2009, we expanded our European credit facility.  For a discussion of this expanded facility, see Note 13 (“Subsequent Event”) to our consolidated condensed financial statements in Part 1, Item 1 of this report.

Analysis of Cash Flows

Our primary sources of cash during the three month period ended April 5, 2009 were (1) $30.1 million received as a reduction of accounts receivable, and (2) $2.3 million as a reduction in inventories.  Our primary uses of cash during this period were (1) $27.7 million as a reduction in accounts payable and accruals (of which $15.8 million was related to interest payments), (2) $10.3 million used to repurchase a portion of our 10.375% Senior Notes, and (3) $5.6 million for additions to property, plant and equipment, primarily at our manufacturing facilities.

Maturing Indebtedness in Future Years

Our domestic revolving credit facility matures in December 2012, and our outstanding 10.375% Senior Notes and 9.5% Senior Subordinated Notes mature on February 1, 2010 and February 1, 2014, respectively.  We cannot assure you that we will be able to renegotiate or refinance any of these notes or our other debt on commercially reasonable terms, or at all, especially given the unprecedented worldwide financial and credit crisis that developed in the second half of 2008 and its continuing impact on the availability of credit.  As of April 5, 2009 we had $141.3 million outstanding of our 10.375% Senior Notes.

With respect to the 10.375% Senior Notes due 2010, we believe the following will allow for the repayment or refinancing of the $141.8 million outstanding principal amount of these notes:

·   Available financing in the capital markets.  We are exploring possibilities with respect to domestic credit facilities as well as monitoring public bond and equity markets, and we believe that there may be availability in these capital markets in 2009, particularly in light of the aggressive legislative and other governmental economic stimulus actions taken by the United States and other countries around the world.  We believe the level of bond financing activity in the first four months of 2009, particularly in the high yield bond market, has improved and reflects well on our ability to refinance our 10.375% Senior Notes.  If an opportunity arises to refinance these notes on terms acceptable to us, then we intend to do so.  It should be noted, however, that in these circumstances we might have to accept financing on terms which we normally would not consider favorable.

·   Cash on hand and cash generation. As April 5, 2009, we had approximately $54.9 million of cash on hand.  This cash, coupled with an expected generation of $35-$50 million of cash from operating activities in 2009, should enable us to repay a substantial portion of these notes. As part of our efforts to generate such cash from operations, we have undertaken significant restructuring activities in the fourth quarter of 2008 and the first quarter of 2009 as well as other cost-cutting initiatives that we anticipate will generate savings of over $47 million in 2009.

- 24 - -

·   Availability under revolving credit lines.  As of April 5, 2009, we had $42.1 million of borrowing availability under our domestic credit facility (this amount would have been $49.4 million with the receipt of a landlord lien waiver that we expect to receive for one inventory location) and approximately $23 million of borrowing availability under our international credit facilities.  These facilities bear interest at rates ranging from 1% to 9% and represent a possible source of funds to retire a portion of any debt that cannot be refinanced or repaid via cash on hand and cash generation.  Subsequent to the end of the first quarter, certain of our European subsidiaries entered into an amended and restated credit agreement which increased the maximum borrowing capacity thereunder from 10 million Euros to 32 million Euros (an increase of 22 million Euros, or the equivalent of approximately $30 million).

If we are unable to refinance our 10.375% Senior Notes prior to February 1, 2010 on terms favorable to us, and we are required to use all or a significant portion of our cash on hand and credit facilities or sell assets to repay the notes, our liquidity position may not provide sufficient funds to meet our current commitments and other cash requirements following such a repayment approach.  In that case, we will have to consider other options to meet our ongoing debt service obligations and other liquidity needs, such as selling additional assets or using cash that otherwise would have been used for other business purposes.

If we are successful in refinancing our 10.375% Senior Notes on terms we consider acceptably advantageous, we believe that our liquidity position will provide sufficient funds to meet our current commitments and other cash requirements for the foreseeable future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our discussion below in this Item 3 is based upon the more detailed discussions of our market risk and related matters included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2008, under Item 7A of that Form 10-K.  Our discussion here focuses on the quarter ended April 5, 2009, and any material changes from (or other important intervening developments since the time of) the information discussed in that Form 10-K.  This discussion should be read in conjunction with that Form 10-K for more detailed and background information.

At April 5, 2009, we recognized a $7.0 million decrease in our foreign currency translation adjustment account compared to December 28, 2008, primarily because of the strengthening of the U.S dollar against the Euro, British Pound Sterling and the Australian Dollar.

Sensitivity Analysis. For purposes of specific risk analysis, we use sensitivity analysis to measure the impact that market risk may have on the fair values of our market sensitive instruments.

To perform sensitivity analysis, we assess the risk of loss in fair values associated with the impact of hypothetical changes in interest rates and foreign currency exchange rates on market sensitive instruments. The market value of instruments affected by interest rate and foreign currency exchange rate risk is computed based on the present value of future cash flows as impacted by the changes in the rates attributable to the market risk being measured. The discount rates used for the present value computations were selected based on market interest and foreign currency exchange rates in effect at April 5, 2009. The values that result from these computations are compared with the market values of these financial instruments at April 5, 2009. The differences in this comparison are the hypothetical gains or losses associated with each type of risk.

As of April 5, 2009, based on a hypothetical immediate 150 basis point increase in interest rates, with all other variables held constant, the market value of our fixed rate long-term debt would be impacted by a net decrease of approximately $6.4 million. Conversely, a 150 basis point decrease in interest rates would result in a net increase in the market value of our fixed rate long-term debt of approximately $6.6 million.

As of April 5, 2009, a 10% decrease or increase in the levels of foreign currency exchange rates against the U.S. dollar, with all other variables held constant, would result in a decrease in the fair value of our financial instruments of $8.9 million or an increase in the fair value of our financial instruments of $7.2 million, respectively. As the impact of offsetting changes in the fair market value of our net foreign investments is not included in the sensitivity model, these results are not indicative of our actual exposure to foreign currency exchange risk.

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ITEM 4.   CONTROLS AND PROCEDURES

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Act”), pursuant to Rule 13a-14(c) under the Act.  Based on that evaluation, our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report.

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are subject to various legal proceedings in the ordinary course of business, none of which is required to be disclosed under this Item 1.

ITEM 1A. RISK FACTORS

There are no material changes in risk factors in the first quarter of 2009.  For a discussion of risk factors, see Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for fiscal year 2008.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.  OTHER INFORMATION

Supplemental Information on Adoption of New Accounting Standards

We are including this discussion to provide additional context for understanding the impact on our financial statements for prior years of our adoption in fiscal year 2009 of SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment to ARB No. 51” (“SFAS No. 160").  As described in Note 11 (“Recently Issued Accounting Pronouncements”) to our consolidated condensed financial statements, SFAS No. 160 establishes standards of accounting and reporting of noncontrolling interests in subsidiaries, so-called “minority interest”, in consolidated financial statements, provides guidance on accounting for changes in the parent’s ownership interest in a subsidiary and establishes standards of accounting of the deconsolidation of a subsidiary due to the loss of control.  SFAS No. 160 requires an entity to present minority interests as a component of equity, and it also requires the separate presentation of the amount of net income and consolidated comprehensive income attributable to the parent, on the one hand, from the amount attributable to the minority interest, on the other hand, on the face of the consolidated financial statements.

Our adoption of SFAS No. 160 resulted in a reclassification of $7.9 million of minority interest to equity as of December 28, 2008 and April 5, 2009, and the adjustment of our consolidated condensed statements of operations for those periods to reflect separately the income from the minority interest as a component of net income.  The impact of the adoption of SFAS No. 160 on the quarters ended March 30, 2008 and April 5, 2009 is already reflected in our consolidated condensed financial statements in Part 1, Item 1 of this report.  The following table shows the impact of that adoption on line items included in our consolidated condensed balances sheets and consolidated statements of operations for prior years.

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	As of and for the Year Ended
	01/02/05			01/01/06		12/31/06		12/30/07			12/28/08
	(Dollars in thousands)
Income (Loss) from Continuing Operations:
As historically presented	$	5,936		$	15,282	$	35,807	$	57,848		$	(35,719	)
Impact of SFAS No. 160		450			651		428		1,124			1,206
Adjusted for impact of SFAS No. 160	$	6,386		$	15,933	$	36,235	$	58,972		$	(34,513	)
Net Income (Loss):
As historically presented	$	(55,402	)	$	1,240	$	9,992	$	(10,812	)	$	(40,873	)
Impact of SFAS No. 160		450			651		428		1,124			1,206
Adjusted for impact of SFAS No. 160	$	(54,952	)	$	1,891	$	10,420	$	(9,688	)	$	(39,667	)
Shareholders Equity:
As historically presented	$	194,178		$	172,076	$	274,394	$	294,142		$	209,496
Impact of SFAS No. 160		4,131			4,409		5,506		6,974			7,941
Adjusted for impact of SFAS No. 160	$	198,309		$	176,485	$	279,900	$	301,116		$	217,437

In addition to the above adjustments, our adoption of SFAS No. 160 requires the inclusion of the following two new line items in our consolidated statements of operations for prior years:

	For the Year Ended
	01/02/05			01/01/06			12/31/06			12/30/07			12/28/08
	(Dollars in thousands)
Net income attributable to noncontrolling interest in subsidiary	$	(450	)	$	(651	)	$	(428	)	$	(1,124	)	$	(1,206	)
Net income (loss) attributable to Interface, Inc.	$	(55,402	)	$	1,240		$	9,992		$	(10,812	)	$	(40,873	)

As described in Note 3 (“Earnings (Loss) Per Share”) and Note 11 (“Recently Issued Accounting Pronouncements”) to our consolidated condensed financial statements in Part 1, Item 1 of this report, we also adopted, in fiscal year 2009, FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”), which requires us to include all unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding for EPS calculations when such inclusion would be dilutive.  FSP EITF No. 03-6-1 also requires additional disclosure of earnings (loss) per share for common stock and unvested share-based payment awards, separately disclosing distributed earnings and undistributed earnings with respect to such common stock and unvested share-based payment awards.

The impact of our adoption of FSP EITF 03-6-1 on the quarters ended March 30, 2008 and April 5, 2009 is already reflected in our consolidated condensed financial statements in Part 1, Item 1 of this report.  The following table shows the impact, if any, of that adoption on basic and diluted earnings (loss) per share (and on the number of shares used in calculating such line items) in prior years:

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	As of and for the Year Ended
	01/02/05			01/01/06			12/31/06			12/30/07			12/28/08
Shares in Basic Earnings (Loss) Per Share Calculations:
Historically used		50,682			51,551			54,087			60,573			61,439
Impact of FSP EITF 03-6-1		1,138			1,471			1,311			852			--
Adjusted for impact of FSP EITF 03-6-1		51,820			53,022			55,398			61,425			61,439
Shares in Diluted Earnings (Loss) Per Share Calculations:
Historically used		52,171			52,895			55,713			61,520			61,439
Impact of FSP EITF 03-6-1		735			1,060			661			418			--
Adjusted for impact of FSP EITF 03-6-1		52,906			53,955			56,374			61,938			61,439
Basic Earnings (Loss) Per Share from Continuing Operations:
As historically presented	$	0.12		$	0.30		$	0.66		$	0.96		$	(0.58	)
Impact of FSP EITF 03-6-1		(0.01	)		(0.01	)		(0.01	)		(0.02	)		--
Adjusted for impact of FSP EITF 03-6-1	$	0.11		$	0.29		$	0.65		$	0.94		$	(0.58	)
Diluted Earnings (Loss) Per Share from Continuing Operations:
As historically presented	$	0.11		$	0.29		$	0.64		$	0.94		$	(0.58	)
Impact of FSP EITF 03-6-1		--			(0.01	)		--			(0.01	)		--
Adjusted for impact of FSP EITF 03-6-1	$	0.11		$	0.28		$	0.64		$	0.93		$	(0.58	)

Basic Earnings (Loss) Per Share:
As historically presented	$	(1.09	)	$	0.02	$	0.18	$	(0.18	)	$	(0.67	)
Impact of FSP EITF 03-6-1		--			--		--		--			--
Adjusted for impact of FSP EITF 03-6-1	$	(1.09	)	$	0.02	$	0.18	$	(0.18	)	$	(0.67	)
Diluted Earnings (Loss) Per Share:
As historically presented	$	(1.06	)	$	0.02	$	0.18	$	(0.18	)	$	(0.67	)
Impact of FSP EITF 03-6-1		--			--		--		--			--
Adjusted for impact of FSP EITF 03-6-1	$	(1.06	)	$	0.02	$	0.18	$	(0.18	)	$	(0.67	)

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Amendment of Domestic Revolving Credit Facility

On May 14, 2009, the Company entered into a Second Amendment (the “Second Amendment”) to the Sixth Amended and Restated Credit Agreement, among the Company, InterfaceFLOR, LLC (an indirect subsidiary of the Company), the lenders listed therein, and Wachovia Bank, National Association.  Pursuant to the Second Amendment, which is an amendment to the Company’s primary revolving credit facility in the United States (the “Facility”):

·   Subject to certain terms and conditions, we are now permitted under the Facility to incur additional indebtedness represented by a series of senior notes in an aggregate amount up to $175 million that (a) are issued no later than February 1, 2010, (b) have a maturity no earlier than March 13, 2013, and (c) meet certain other substantive requirements.  Any such additional senior notes may be secured or unsecured obligations, and, if secured, such liens must be junior to the liens securing the Facility.  The net proceeds from any such additional senior notes must first be used to repay, repurchase or otherwise discharge our existing 10.375% Senior Notes due February 1, 2010, and must be deposited into a specified bank account maintained at the Collateral Agent for the Facility pending such application of the net proceeds.

·   The applicable interest rates for loans have been increased.  Interest on base rate loans is now charged at varying rates computed by applying a margin ranging from 1.75% to 2.50% (increased from the range of 0.00% to 0.25%) over the applicable base interest rate (which is now defined as the greatest of the prime rate, a specified federal funds rate plus 0.50%, or the one-month LIBOR rate), depending on our average excess borrowing availability during the most recently completed fiscal quarter.  Interest on LIBOR-based loans is now charged at varying rates computed by applying a margin ranging from 3.25% to 4.00% (increased from the range of 1.00% to 2.00%) over the applicable LIBOR rate (but now in no event less than the three-month LIBOR rate), depending on our average excess borrowing availability during the most recently completed fiscal quarter.

·   The unused line fee on the Facility was increased to 0.75% (up from the prior range of 0.25% to 0.375% depending on our average excess borrowing availability during the most recently completed fiscal quarter).

·   The minimum fixed charge coverage ratio set forth in the Facility’s financial covenant (which becomes effective in the event that our excess borrowing availability falls below $20 million) was changed from “1.00 to 1.00” to “1.10 to 1.00”.

·   The borrowing base was amended to remove equipment and to remove our option to add real estate to the borrowing base.

·   The rights of the parties and procedures with respect to defaulting lenders were modified and clarified in several respects.

·   The mortgage requirements with respect to owned real estate properties were clarified.

The foregoing description is qualified in its entirety by reference to the Second Amendment, a copy of which is filed herewith as Exhibit 10.2.

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ITEM 6.  EXHIBITS

The following exhibits are filed with this report:

EXHIBIT NUMBER	DESCRIPTION OF EXHIBIT
10.1	Credit Agreement, executed on April 24, 2009, among Interface Europe B.V. (and certain of its subsidiaries) and ABN AMRO Bank N.V. (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 24, 2009 and filed on April 29, 2009, previously filed with the Commission and incorporated herein by reference).
10.2	Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of May 14, 2009, among the Company, InterfaceFLOR, LLC (an indirect subsidiary of the Company), the lenders listed therein, and Wachovia Bank, National Association.
31.1	Section 302 Certification of Chief Executive Officer.
31.2	Section 302 Certification of Chief Financial Officer.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INTERFACE, INC.
Date:  May 15, 2009	By:	/s/   Patrick C. Lynch
		Patrick C. Lynch
		Senior Vice President
		(Principal Financial Officer)

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION OF EXHIBIT
10.1	Credit Agreement, executed on April 24, 2009, among Interface Europe B.V. (and certain of its subsidiaries) and ABN AMRO Bank N.V. (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 24, 2009 and filed on April 29, 2009, previously filed with the Commission and incorporated herein by reference).
10.2	Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of May 14, 2009, among the Company, InterfaceFLOR, LLC (an indirect subsidiary of the Company), the lenders listed therein, and Wachovia Bank, National Association.
31.1	Section 302 Certification of Chief Executive Officer.
31.2	Section 302 Certification of Chief Financial Officer.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.

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EX-10.2

SECOND AMENDMENT TO

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 14, 2009, by and among INTERFACE, INC., a Georgia corporation (the “Borrower”), INTERFACEFLOR, LLC, a Georgia limited liability company (the “Subsidiary L/C Account Party”), the “Lenders” party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Domestic Agent and Collateral Agent (the “Agent”).

W I T N E S S E T H :

WHEREAS, the Borrower, the Subsidiary L/C Account Party, the Agent, and the Lenders party thereto have executed and delivered that certain Sixth Amended and Restated Credit Agreement dated as of June 30, 2006, as amended by that certain First Amendment to Sixth Amended and Restated Credit Agreement dated as of January 1, 2008 (as further amended, restated, modified, or supplemented from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower has requested, and the Agent and Lenders party hereto have agreed to, subject to the terms and conditions hereof, to certain amendments to the Credit Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the Borrower, the Subsidiary L/C Account Party, the Agent, and the Lenders party hereto hereby covenant and agree as follows:

1.   Definitions.  Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.  Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby.

2.   Amendments to Credit Agreement.

(a)   Amendments to Section 1.01.

(i)   The following definitions are hereby added in the appropriate alphabetical order to read as follows:

“Additional Senior Notes Intercreditor Agreement” shall mean an Intercreditor Agreement by and among the Domestic Agent, the Additional Senior Notes Trustee, and each of the Credit Parties, substantially in the form attached hereto as Exhibit L, as the same may be amended, restated, supplemented, or otherwise modified from time to time with the consent of the Required Lenders.

- 1 - -

“Additional Senior Notes Second Liens” shall mean the Liens granted in favor of the Additional Senior Notes Trustee, for the benefit of the holders of the Additional Senior Notes, under the Additional Senior Notes Indenture.

“Additional Senior Notes Trustee” shall mean the trustee under the Additional Senior Notes Indenture, together with its successors and assigns.

“Defaulting Lender” has the meaning given such term in Section 4.02(b).

“Intellectual Property Security Agreement” has the meaning given such term in that certain Amended and Restated Pledge and Security Agreement executed and delivered by the Credit Parties in favor of the Collateral Agent for the benefit of the Secured Parties on the Second Amendment Effective Date, together with each Copyright Security Agreement, Patent Security Agreement, and Trademark Security Agreement executed and delivered by any Credit Party in favor the Collateral Agent before the Second Amendment Effective Date, in each case, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Maximum Real Property Collateral Requirements” shall mean that (a) for each parcel of Real Property with a fair market value greater than $1,500,000 and less than or equal to $5,000,000, as determined by the Domestic Agent in its reasonable credit judgment, the Credit Party that owns such parcel of Real Property shall be required to execute and deliver to Domestic Agent, a Mortgage on such Real Property and, if requested by Domestic Agent, to obtain a title certificate with respect thereto, but shall not be required to obtain a title insurance policy or survey with respect thereto; (b) for each parcel of Real Property with a fair market value in excess of $5,000,000 but less than or equal to $10,000,000, as determined by the Domestic Agent in its reasonable credit judgment, the Credit Party that owns such parcel of Real Property shall be required to execute and deliver to Domestic Agent, a Mortgage on such Real Property and, if requested by Domestic Agent, to obtain a title insurance policy with respect thereto, but shall not be required to obtain a survey with respect thereto; and, (c) for each parcel of Real Property with a fair market value in excess of $10,000,000, as determined by the Domestic Agent in its reasonable credit judgment, the Credit Party that owns such parcel of Real Property shall be required to execute and deliver to Domestic Agent, a Mortgage on such Real Property and, if requested by Domestic Agent, to obtain a title insurance policy and survey with respect thereto; provided, however, that, (1) in each of the foregoing cases, the surveys, title certificates, and title insurance shall be, where required under the foregoing, in form and substance satisfactory to the Collateral Agent and (2) where two or more applicable parcels of Real Property are contiguous, all of such contiguous parcels shall be considered together, as a single parcel, in determining the fair market value thereof, as otherwise provided above.

“Second Amendment Effective Date” shall mean May 14, 2009.

“Senior Notes Indentures” shall mean, collectively, the Existing Senior Notes Indenture, the Additional Senior Notes Indenture, and the Senior Subordinated Notes Indenture.

“Specified Net Proceeds” has the meaning given such term in Section 8.01(j).

“Specified Account” has the meaning given such term in Section 8.01(j).

“Stated Net Proceeds” has the meaning given such term in Section 8.01(j).

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The definitions of “Additional Senior Notes,” “Additional Senior Notes Indenture,” “Applicable Margin,” “Applicable Unused Line Fee Rate,” “Banking Products,” “Borrowing Base Asset, “ “Borrower Pledge and Security Agreement,” “Consolidated Restricted Payments,” “Copyright Security Agreement,” “Domestic Borrowing Base,” “Domestic Guaranty Agreements,” “Existing Senior Notes,” “Existing Senior Notes Indenture,” “LIBOR,” “Other Reserves,” “Patent Security Agreement,” “Secured Parties,” “Senior Subordinated Notes,” “Senior Subordinated Notes Indenture,” “Subsidiary Pledge and Security Agreements,” “Total Fixed Charges,” and “Trademark Security Agreement” are amended and restated so that they read, respectively, in their entirety, as follows:

“Additional Senior Notes” shall mean a series of senior notes in an aggregate principal amount not to exceed $175,000,000, issued by Interface no later than February 1, 2010, (a) having a maturity not earlier than March 31, 2013, (b) subject to clause (c) below, having financial and other covenants not less favorable to Interface in any material respect than those covenants in effect with respect to the Existing Senior Notes, or otherwise on terms and conditions reasonably satisfactory to the Domestic Agent and the Required Lenders, and (c) which may be secured or unsecured (provided that, if such notes are secured, the Additional Senior Notes Intercreditor Agreement shall have been executed and delivered by the parties thereto), together with any notes constituting a refinancing or replacement of such Additional Senior Notes to the extent expressly permitted by Section 8.08(f)(ii).

“Additional Senior Notes Indenture” shall mean an indenture by and among Interface, as issuer, certain Subsidiaries of Interface, as guarantors, and the Additional Senior Notes Trustee, as the same may be amended, restated, supplemented, or otherwise modified from time to time, and any subsequent indenture entered into by Interface in connection with a refinancing or replacement of such Additional Senior Notes to the extent expressly permitted by Section 8.08(f)(ii).

“Applicable Margin” shall mean, on and after the Second Amendment Effective Date, with respect to all outstanding Loans bearing interest based on the Base Rate or the Adjusted LIBO Rate, for any day, the applicable percentage per annum determined from the chart set forth below based on the Average Excess Availability for the Consolidated Companies’ most recently completed fiscal quarter:

Level	Average Excess Availability for the Consolidated Companies’ immediately preceding fiscal quarter	Applicable Margin for Base Advances	Applicable Margin for Adjusted LIBO Rate Advances
I	Less than $30,000,000	2.50%	4.00%
II	Greater than or equal to $30,000,000 but less than $40,000,000	2.25%	3.75%
III	Greater than or equal to $40,000,000 but less than $50,000,000	2.00%	3.50%
IV	Greater than or equal to $50,000,000	1.75%	3.25%

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Each change in the Applicable Margin will become effective as of the first day of each of the Consolidated Companies’ fiscal quarters, based on the Average Excess Availability for the Consolidated Companies’ immediately preceding fiscal quarter; provided, however, that if Interface fails to deliver the Domestic Borrowing Base Certificates as required by Section 7.07(d), then from such time and until Interface delivers such Domestic Borrowing Base Certificate, the Applicable Margin shall be based on Level I.

In the event that any documents or certificates delivered by a Credit Party pursuant to this Agreement (including, without limitation, any Domestic Borrowing Base Certificate) is shown to be inaccurate (regardless of whether this Agreement or the Commitment is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Interface shall immediately deliver to Lenders a correct document or certificate, as applicable, for such Applicable Period, (ii) the Applicable Margin for such Applicable Period shall be determined by reference to such document or certificate, and (iii) Interface shall promptly pay Lenders, ON DEMAND, the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by Lenders in accordance with the terms hereof.

“Applicable Unused Line Fee Rate” shall mean 0.75%.

“Banking Products” means any one or more of the following types of services or facilities extended to any of the Credit Parties by the Domestic Agent or any Affiliate of the Domestic Agent in reliance on the Domestic Agent’s agreement to indemnify such Affiliate:  (a) Automated Clearing House (ACH) transactions and other similar money transfer services; (b) cash management, including controlled disbursement and lockbox services; (c) establishing and maintaining deposit accounts; (d) credit cards or stored value cards; and (e) other similar or related bank products and services.  The term “Bank Products” shall have the same meaning as “Banking Products.”

“Base Rate” shall mean, at any time, the greatest of (a) the Prime Rate; (b) the Federal Funds Rate plus 1/2 of 1%; and (c) a rate of interest equal to LIBOR, determined in the manner described in the definition of such term but with an Interest Period of one month (with it being understood and agreed that the rate provided for in this clause (c) shall be determined on each day, provided that, if such day is not a Business Day, then the rate under this clause (c) for such day shall be the rate determined with respect to the most recently preceding Business Day); each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate, or LIBOR, as applicable.

“Borrowing Base Asset” means Domestic Inventory and Domestic Accounts.

“Borrower Pledge and Security Agreement” shall mean the Amended and Restated Pledge and Security Agreement executed and delivered by the Credit Parties in favor of the Collateral Agent for the benefit of the Secured Parties on the Second Amendment Effective Date, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

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“Consolidated Restricted Payments” shall mean, at any time of determination, the sum of (a) the amount of all payments made by the Consolidated Companies during the immediately preceding twelve-fiscal-month period with respect to principal of the Senior Notes (exclusive of (i) any payments made from the net proceeds of issuance of equity, (ii) the Net Proceeds of any Asset Sale or series of related Asset Sales which constitute the sale of the stock or all or substantially all of the assets of any Subsidiary, (iii) any and all repayments or repurchases of any Additional Senior Notes or Senior Subordinated Notes pursuant to Section 8.08(f); (iv) any and all repayments or repurchases of any Senior Notes pursuant to Section 8.08(e) made on or after the date on which the Additional Senior Notes are issued or payments made with respect to Permitted Uses pursuant to Section 8.01(j) after the date on which the Additional Senior Notes are issued, but only to the extent the aggregate principal amount of all repayments, repurchases, or payments, as applicable, described in this subclause (iv) is less than or equal to the sum of the Stated Net Proceeds plus $25,000,000; and (v) the principal amount of all Existing Senior Notes repurchased by the Borrower during the period commencing on October 1, 2008, and ending on March 31, 2009, in an amount not to exceed $33,200,000); plus (b) the amount of all cash consideration paid by any Consolidated Company during the immediately preceding twelve-fiscal-month period for the purchases of Capital Stock of Interface; plus (c) dividends made by the Consolidated Companies in respect of the Capital Stock of such Consolidated Company during the immediately preceding twelve-fiscal-month period (excluding dividends made in such Capital Stock and dividends paid to Interface or any Subsidiary of Interface).

“Copyright Security Agreement” shall mean each Intellectual Property Security Agreement and Copyright Security Agreement, as the case may be, executed and delivered by any Credit Party from time to time in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the requirements of Sections 7.11 or 7.13 of the Third Amended and Restated Credit Agreement, Sections 7.11 or 7.13 of the Prior Credit Agreement, or Sections 7.11 or 7.13 of this Agreement, in the form required by the terms of any Security Agreement, as the same may be amended, supplemented, restated, or otherwise modified from time to time.

“Domestic Borrowing Base” shall mean, as of any date of determination and as set forth in the most recent Domestic Borrowing Base Certificate delivered to the Lenders in accordance with the terms of Section 7.07(d), an amount equal to:

(i)           eighty-five percent (85%) of the face amount of Eligible Domestic Accounts (after subtracting all setoffs, discounts, counterclaims, contra accounts, and other deductions, to the extent such amounts are excluded from eligibility in the definition of “Eligible Domestic Accounts,” as reasonably determined by the Domestic Agent in its reasonable credit judgment), plus

(ii)           with respect to Eligible Domestic Flooring Systems Inventory:

(A) thirty-eight percent (38%) of the value of such inventory constituting raw materials;

(B) up to the lesser of (1) $2,000,000 and (2) twenty percent (20%) (or such lesser percentage as the Domestic Agent may establish from time to time in its reasonable credit judgment) of the value of such inventory constituting work-in-process; and

(C) sixty-five percent (65%) of the value of such inventory constituting finished goods;

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in each case, valued at the lower of cost paid for such Eligible Domestic Flooring Systems Inventory or the fair market value of such Eligible Domestic Flooring Systems Inventory (all as determined by the Domestic Agent in its reasonable credit judgment); provided that, in no event shall the value of any Eligible Domestic Flooring Systems Inventory  included in the calculation of “Domestic Borrowing Base” exceed eighty-five percent (85%) of the net orderly liquidation value of such Eligible Domestic Flooring Systems Inventory (as determined by the Domestic Agent in its reasonable credit judgment), minus

(iv)           the Other Reserves.

“Domestic Guaranty Agreements” shall mean, together, the Fifth Amended and Restated Interface Guaranty Agreement and the Fifth Amended and Restated Subsidiary Guaranty Agreement, each in form and substance reasonably satisfactory to the Domestic Agent, each executed and delivered as of the Second Amendment Effective Date in favor of the Lenders, the Domestic Agent, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Existing Senior Notes” shall mean the Senior Notes due 2010 issued by Interface and guaranteed by certain Subsidiaries of Interface, in the original aggregate principal amount of $175,000,000, as more particularly described in the Existing Senior Notes Indenture.

“Existing Senior Notes Indenture” shall mean the Indenture dated as of January 17, 2002, by and among Interface, as issuer, certain Subsidiaries of Interface, as guarantors, and U.S. Bank (as successor in interest to First Union National Bank), as Trustee, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“LIBOR” shall mean the rate of interest per annum determined on the basis of the rate for Dollar deposits in which the applicable LIBOR Advance is denominated for a period equal to the applicable Interest Period which appears on the Dow Jones Market Screen 3750 or the applicable Reuters Screen Page, as determined by the Domestic Agent in its sole discretion, at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%); provided, however, that, with respect to any LIBOR Advance which has an Interest Period of less than three months, the Domestic Agent shall determine the rate applicable to such LIBOR Advance in the manner provided above, but with reference to a presumed Interest Period of three months.  If, for any reason, such rate does not appear on Dow Jones Market Screen 3750 or the applicable Reuters Screen Page, then “LIBOR” shall be determined by the Domestic Agent to be the arithmetic average of the rate per annum at which Dollar deposits in which the applicable Loan is denominated would be offered by first class banks in the London interbank market to the Domestic Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period.  Each calculation by the Domestic Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“Other Reserves” shall mean such reserves as the Domestic Agent may, or at the direction of the Required Lenders will, establish from time to time with respect to the Domestic Borrowing Base in its or their commercially reasonable judgment by prior written notice to the Borrower and the Lenders, including, without limitation, (a) on account of Indebtedness arising from Hedging Obligations and (b) the Dilution Reserve.

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“Patent Security Agreement” shall mean each Intellectual Property Security Agreement and Patent Security Agreement, as the case may be, executed and delivered by any Credit Party in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the requirements of Sections 7.11 or 7.13 of the Third Amended and Restated Credit Agreement, Sections 7.11 or 7.13 of the Prior Credit Agreement, Sections 7.11 or 7.13 of the Existing Credit Agreement, or Sections 7.11 or 7.13 of this Agreement, in the form required by the terms of any Security Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Secured Parties” shall mean, collectively (i) the Domestic Agent, the Collateral Agent, the Lenders, and their respective Affiliates that are parties to any of the Credit Documents or any Hedge Agreement (to the extent the obligations thereunder constitute Secured Obligations) or Bank Products, and (ii) such other Persons to which other Secured Obligations may be owed.

“Senior Subordinated Notes” shall mean, collectively, the unsecured Senior Subordinated Notes due 2014 issued by Interface, and guaranteed by certain Subsidiaries of Interface, in the original aggregate principal amount of $135,000,000 as more particularly described in the Senior Subordinated Notes Indenture, together with any and all “Exchange Notes” (as defined in the Senior Subordinated Notes Indenture) issued to holders of such Senior Subordinated Notes in exchange therefor, and any unsecured notes constituting a refinancing or replacement of such Senior Subordinated Notes to the extent expressly permitted by Section 8.08(f)(iii).

“Senior Subordinated Notes Indenture” shall mean the Indenture dated as of February 4, 2004, by and among Interface, certain Subsidiaries of Interface and SunTrust, pursuant to which Interface issued its Senior Subordinated Notes, as the same has been or may hereafter be amended, restated, supplemented, or otherwise modified from time to time, and any subsequent Indenture entered into by Interface in respect of Subordinated Debt constituting a refinancing or replacement of such Senior Subordinated Notes to the extent expressly permitted by Section 8.08(f)(iii).

“Subsidiary Pledge and Security Agreement” shall mean the Amended and Restated Pledge and Security Agreement executed and delivered by the Credit Parties in favor of the Collateral Agent for the benefit of the Secured Parties on the Second Amendment Effective Date, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

“Total Fixed Charges” shall mean, for any fiscal period of Interface and without duplication, the sum of (a) Consolidated Cash Interest Expense for such period, plus (b) payments made in respect of capital leases during such period, plus (c) scheduled payments of principal made during such period in respect of all Indebtedness which, when such Indebtedness was incurred, had a stated maturity of more than one year from the date it was so incurred (other than payments made in respect of (i) the Senior Notes at their respective stated final maturity and (ii) Intercompany Loans), plus (d) Consolidated Restricted Payments made during such period.

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“Trademark Security Agreement” shall mean each Intellectual Property Security Agreement and Trademark Security Agreement, as the case may be, executed and delivered by any Credit Party in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the requirements of Sections 7.11 or 7.13 of the Third Amended and Restated Credit Agreement, Sections 7.11 or 7.13 of the Prior Credit Agreement, Sections 7.11 or 7.13 of the Existing Credit Agreement, or Sections 7.11 or 7.13 of this Agreement, in the form required by the terms of any Security Agreement, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

(ii)   Clause (vi) of the definition of “Eligible Domestic Accounts” is hereby amended and restated so that it reads, in its entirety, as follows:

(vi)           The Domestic Account is not subject to any Lien, except for the Collateral Agent’s first priority perfected Lien and, if applicable, the Additional Senior Notes Second Lien, and a currently effective UCC financing statement filed by the Collateral Agent against such Credit Party covering such Domestic Account is on file in all appropriate filing locations for such Credit Party and such Domestic Account.

(iii)   Clause (xi) of the definition of “Eligible Domestic Inventory” is hereby amended and restated so that it reads, in its entirety, as follows:

(xi)           Such Domestic Inventory is not subject to any Lien except for the Collateral Agent’s first priority perfected Lien, such other Liens which are waived or subordinated pursuant to the terms of a Third Party Agreement as contemplated in subsection (iii) above, and, if applicable, the Additional Senior Notes Second Liens, and a currently effective UCC financing statement filed by the Collateral Agent against such Credit Party covering such Domestic Inventory is on file in all appropriate filing locations for such Credit Party and such Domestic Inventory; and

(iv)   The definitions of “Eligible Domestic Fabrics Division Inventory,” “Eligible Equipment,” “Eligible Real Property,” “Equipment Amount,” “Equipment Group,” “Equipment Group Opening Amount,” “Equipment Group Amortizing Amount,” “Real Property Group,” “Real Property Group Opening Amount,” “Real Property Group Amortizing Amount,” “Real Property Amount,” and “Real Property Inclusion Date” set forth in Section 1.01 are hereby deleted in their entirety.

(b)   Amendment to Section 2.10.  Section 2.10 of the Credit Agreement is hereby deleted in its entirety.

(c)   Amendment to Section 4.02.  Section 4.02 of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

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Section 4.02.                                Disbursement of Funds.

(a)           Unless the Domestic Agent shall have been notified by any Lender prior to the date of a Borrowing that such Lender does not intend to make available to the Domestic Agent such Lender’s portion of the Borrowing to be made on such date, the Domestic Agent may assume that such Lender has made such amount available to the such Domestic Agent on such date and such Domestic Agent may make available to the Borrower a corresponding amount.  If such corresponding amount is not in fact made available to the Domestic Agent by such Lender on the date of Borrowing, the Domestic Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest at a rate per annum equal to the daily average Federal Funds Rate during such period as determined by the Domestic Agent (plus the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by the Domestic Agent as a result of such Lender’s failure to deliver funds hereunder) of carrying such amount.  If such Lender does not pay such corresponding amount forthwith upon the Domestic Agent’s demand therefor, the Domestic Agent shall promptly notify the Borrower, and Borrower shall immediately pay such corresponding amount to the Domestic Agent, together with interest at the rate specified for the Borrowing which includes such amount paid.  Nothing in this subsection shall be deemed to relieve any Lender from its obligation to fund its Commitments hereunder or to prejudice any rights which Borrower may have against any Lender as a result of any default by such Lender hereunder.

(b)           In the event that a Lender for any reason fails or refuses to fund its portion of any Borrowing in violation of this Agreement or make payment of any amount such Lender is required to pay to the L/C Issuer under Section 2A.04 or the Domestic Agent under any applicable term hereof or the other Credit Documents (each such Lender, a “Defaulting Lender”), then, until such time as such Defaulting Lender has funded its portion of such Borrowing or amount, or all other Lenders, the L/C Issuer, or the Domestic Agent, as applicable, have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such Borrowing or amount:

(i)           such Defaulting Lender shall not (1) have any voting or consent rights under or with respect to any Credit Document, (2) constitute a “Lender” (or be included in the calculation of Required Lenders hereunder) for any voting or consent rights under or with respect to any Credit Document (provided that in no event shall any amendments, changes or other modifications specifically enumerated in Sections 11.02(a)(ii), 11.02(a)(iii), 11.02(a)(iv), or 11.02(a)(x) be effective with respect to any Lender which has not consented to such amendment, change or modification), or (3) be entitled to receive any payments of principal, interest or fees from any Credit Party or the Domestic Agent (or the other Lenders) in respect of its Loans;

(ii)           except as otherwise provided in Section 5.03(i), the L/C Issuer shall have no obligation to issue any Domestic Letter of Credit; and

(iii)           the Borrower shall have the right to replace such Defaulting Lender with an Eligible Assignee in accordance with Section 11.06(g).

(c)           All Borrowings under the Domestic Syndicated Loan Commitments shall be loaned by those Lenders participating in such Facility on the basis of their Pro Rata Share.  No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fund its Commitments hereunder.

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(d)   Amendments to Section 5.03.  Section 5.03 of the Credit Agreement is hereby amended by deleting “; and” at then end of clause (g) thereof and substituting “;” in lieu thereof, deleting “.” at the end of clause (h) and substituting “; and” in lieu thereof, and adding the following as new clause (i):

(i)           with respect to the issuance of any Domestic Letter of Credit, there is no Defaulting Lender at the time such Domestic Letter of Credit is to be issued, unless for the issuance of any Domestic Letter of Credit, arrangements satisfactory to the L/C Issuer have been made with respect to the undivided interest and participation of such Defaulting Lender in and to such Domestic Letter of Credit (and all other Domestic Letters of Credit then outstanding), which arrangements may including, but not be limited to, the Borrower’s or Subsidiary L/C Account Party’s posting of cash collateral with the L/C Issuer in an amount equal to such Defaulting Lender’s participation therein on terms satisfactory to the L/C Issuer.

(e)   Amendments to Section 6.18.  Section 6.18(a) of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

(a)           Schedule 6.18 is a complete and correct listing of all Indebtedness, or any commitment to create or incur any Indebtedness, of the Domestic Consolidated Companies as of the Second Amendment Effective Date in an amount greater than $1,000,000 in any single case (other than Indebtedness permitted pursuant to Sections 8.01(a), (d), (f), (i), and (l)).  Schedule 6.18 also contains a separate schedule identifying any Indebtedness that must be included in the calculation of Indebtedness permitted under the Existing Senior Notes Indenture and the Senior Subordinated Notes Indenture, in each case solely pursuant to the proviso set forth in Section 4.08 thereof.

(f)   Amendments to Section 7.05.  Clauses (b) and (c) of Section 7.05 of the Credit Agreement are hereby amended and restated so that they reads, in their entirety, as follows:

(b)           In addition to the rights granted to the Domestic Agent and the Lenders in subsection (a), the Borrower hereby agrees that the Domestic Agent may from time to time, as the Domestic Agent deems necessary or desirable in its reasonable credit judgment, order appraisals of all or part of the Credit Parties’ equipment, inventory, and Real Property (but only such Real Property which is, pursuant to this Agreement, required to be mortgaged to the Collateral Agent), as applicable, with each such appraisal being conducted by a professional appraiser reasonably selected by the Domestic Agent.  Interface shall be required to pay for all reasonable out-of-pocket expenses incurred by the Collateral Agent for only those appraisals of such Real Property ordered pursuant to this Section 7.05 (i) during the existence of an Event of Default or (ii) in response to any event or circumstance which, in the reasonable opinion of the Collateral Agent, could reasonably be expected to have a material and adverse effect on the Fair Market Value of such Real Property.  Interface shall be required to pay for all reasonable out-of-pocket expenses incurred by the Collateral Agent for only one appraisal of the Credit Parties’ inventory and one appraisal of the Credit Parties’ equipment ordered (or, if at any time in the preceding consecutive twelve months, Excess Availability shall have been less than $30,000,000, up to two such appraisals), in each case, pursuant to this Section 7.05 per consecutive twelve-month period, provided, however, that Interface shall pay for all reasonable out-of-pocket expenses incurred by the Collateral Agent for any appraisal of the Credit Parties’ inventory or equipment ordered pursuant to this Section 7.05 during the existence of an Event of Default.

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(c)           In addition to all other rights granted to the Agents in this Section 7.05, the Borrower agrees that it shall pay for all reasonable out-of-pocket expenses incurred by the Collateral Agent in conducting, or having conducted by certified public accountants of the Collateral Agent’s choosing, field audits of the Credit Parties’ inventory, accounts, and equipment and all books, records, journals, orders, receipts, correspondence, and other data related thereto.  In addition, the Borrower agrees that it will pay to the Agents an amount equal to $1,000 per day for each field auditor.  Such field audits shall be conducted with such frequency as the Collateral Agent determines in the exercise of its reasonable judgment, provided that all reasonable out-of-pocket expenses incurred by the Collateral Agent on account of only two such field audits (or, if at any time in the preceding consecutive twelve months, Excess Availability shall have been less than $30,000,000, up to four such field audits) per operating division per consecutive twelve-month period (which need not be conducted contemporaneously) shall be paid by Interface unless an Event of Default has occurred and is continuing, in which case, Interface shall pay all reasonable out-of-pocket expenses of all field audits conducted in accordance with this Section 7.05.

(g)   Amendments to Section 7.07.  Sections 7.07(d), (r), and (s) of the Credit Agreement are hereby amended and restated so that they read, in their entirety, respectively, as follows:

(d)           Domestic Borrowing Base Certificate.  As soon as available, but in any event, within 20 days after the end of each calendar month (or, if at any time during the preceding consecutive six months Excess Availability has been less than $30,000,000, or if an Event of Default exists, at more frequent intervals as requested by the Domestic Agent from time to time), a Domestic Borrowing Base certificate (the “Domestic Borrowing Base Certificate”) in substantially the form of Exhibit I, as such form of certificate may be amended, restated, supplemented or otherwise modified, from time to time, and certified by the chief financial officer or the principal accounting officer of Interface to be true and correct as of the date thereof.  The Borrower shall attach the following to each Domestic Borrowing Base Certificate which is required to be delivered hereunder:  (i) a report in form and substance reasonably satisfactory to the Domestic Agent listing (A) all Domestic Accounts of Borrower as of the last Business Day of such month, (B) the amount and age of each Domestic Account on an original invoice date aging basis, (C) if requested from time to time by Domestic Agent, the name and mailing address of each Account Debtor, (D) all Domestic Accounts which do not constitute Eligible Domestic Accounts, and (E) such other information as Domestic Agent may request from time to time in its commercially reasonable discretion with reasonable advance notice (each, an “Accounts Receivables Report”); (ii) a report in form and substance reasonably satisfactory to Domestic Agent listing (A) all Domestic Inventory and all Eligible Domestic Flooring Systems Inventory of Borrower as of the last Business Day of such month and the location thereof, (B) the cost thereof, (C) raw materials, work-in-process, finished goods, and (D) such other information as Domestic Agent may request from time to time in its commercially reasonable discretion upon giving reasonable advance notice thereof (each, an “Inventory Report”); and (iii) a report listing (A) all of Borrower’s accounts payable, (B) the number of days which have elapsed since the original date of invoice of such accounts payable, (C) the name and, if requested by Domestic Agent from time to time, address of each Person to whom such accounts payable are owed, and (D) such other detail Domestic Agent may request from time to time in its commercially reasonable discretion upon giving reasonable advance notice thereof (each, an “Accounts Payable Report”) and (iv) a report reconciling (A) the information set forth on the Accounts Receivable Report and the Inventory Report attached to the most recent Borrowing Base Certificate to (B) the Borrower’s aggregate Domestic Accounts and Domestic Inventory set forth in the most recent financial statements delivered to Domestic Agent pursuant to Section 7.07(b)(ii)(which shall be based upon Borrowers’ general ledger).

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(r)           Intercompany Asset Transfers.  Promptly upon the occurrence thereof, notice of the transfer of any assets from any Credit Party to any other Domestic Consolidated Company that is not a Credit Party (in any transaction or series of related transactions, but excluding transfers in the ordinary course of business), but only if the assets subject to such transaction or series of related transactions (i) are Non-Borrowing Base Assets and the aggregate Asset Value thereof exceeds $1,000,000; (ii) are Borrowing Base Assets (other than inventory) and the aggregate Asset Value thereof exceeds $500,000 or, if added to the aggregate Asset Value of all other Borrowing Base Assets subject to similar transactions within the preceding consecutive twelve months, $1,000,000; or (iii) constitute inventory and the aggregate Asset Value exceeds $1,000,000; provided, that with respect to notices required by subsection (ii) or (iii), above, such notice shall be accompanied by a pro forma Domestic Borrowing Base Certificate showing the Domestic Borrowing Base as it will exist after the consummation of such transaction (or related series of transactions) (it being understood that the amount by which the Domestic Borrowing Base will be reduced on account of the removal of any asset therefrom will be equal to, in the case of inventory, the amount of eligibility allocable thereto as determined in accordance with the terms of this Agreement);

(s)           Asset Sales.  Prompt notice of any Asset Sale or series of related Asset Sales involving any Credit Party’s machinery, equipment, inventory, or Real Property, but only if the assets subject to such Asset Sale or series of related Asset Sales (i) are Non-Borrowing Base Assets and the aggregate Asset Value thereof exceeds $1,000,000; (ii) are Borrowing Base Assets (other than inventory) and the aggregate Asset Value thereof exceeds $500,000 or, if added to the aggregate Asset Value of all other Borrowing Base Assets sold within the preceding consecutive twelve months, $1,000,000; or (iii) constitute inventory and the aggregate Asset Value exceeds $1,000,000; provided, that with respect to notices required by subsection (ii) or (iii), above, such notice shall be accompanied by a pro forma Domestic Borrowing Base Certificate showing the Domestic Borrowing Base as it will exist after the consummation of such Asset Sale (or related series of Asset Sales) (it being understood that the amount by which the Domestic Borrowing Base will be reduced on account of the removal of any asset therefrom will be equal to, in the case of inventory, the amount of eligibility allocable thereto as determined in accordance with the terms of this Agreement); and

(h)   Amendments to Section 7.09.  Section 7.09(a) of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

(a)           Fixed Charge Coverage Ratio.  Subject to Section 7.09(b), maintain as of the last day of each fiscal quarter, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00.

(i)   Amendments to Section 7.13.  Section 7.13 of the Credit Agreement is hereby amended by adding the following as new clause (e) thereto:

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(e)           If any Credit Party acquires any owned Real Property after the date hereof, such Credit Party will promptly (i) submit to the Domestic Agent a description thereof and (ii) if such Real Property has a fair market value as determined by the Domestic Agent in its reasonable credit judgment of $1,500,000 or greater, within forty-five (45) days at such acquisition, execute and deliver to the Domestic Agent a Mortgage on such Real Property, together with such lien searches, title reports, title insurance, surveys, phase I environmental reports and opinions with respect thereto which the Domestic Agent or the Collateral Agent may reasonably request (provided, however, that, for any particular parcel of Real Property or, as contemplated in the definition of Maximum Real Property Collateral Requirements, any contiguous parcels of Real Property, such requirements shall not exceed the Maximum Real Property Collateral Requirements applicable to such parcel or contiguous parcels), and all provisions of this Agreement that are applicable to Real Property or Mortgages shall apply thereto.  Any of the foregoing to the contrary notwithstanding, that parcel or those parcels of Real Property located in or around LaGrange, Georgia, which are owned by a Credit Party as of the Second Amendment Effective Date shall be exempt in all respects from the provisions of this Section 7.13(e) and any requirement to subject such parcel or parcels to a Mortgage or similar instrument, so long as such parcel or parcels constitute, or are put the use of, a nature preserve, wetlands, or a nature park (or any similar use) pursuant to an agreement with any municipality or restrictive covenants or easements which were placed of record at or near the time such Credit Party obtained title thereto.

(j)   Amendments to Section 8.01.

(i)   Section 8.01(g) of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

(g)           (i) the Senior Subordinated Notes and other Subordinated Debt (provided that the aggregate outstanding principal amount of such other Subordinated Debt shall at no time exceed $50,000,000) and any refinancing or replacement thereof to the extent expressly permitted by, as to the Senior Subordinated Notes, Section 8.08(f)(iii) and, as to other Subordinated Debt, Section 8.08(f)(iv), and (ii) the Existing Senior Notes.

(ii)   Section 8.01(j) of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

(j)           the Additional Senior Notes; provided that,

(i)           Interface shall, subject to the provisions of this subsection (j) and Section 8.08(f)(i)(to the extent applicable), Interface shall use the Specified Net Proceeds only for purposes of one or more “Permitted Uses,” which, for purposes of this Agreement, shall mean the retirement, repayment, prepayment, refinancing, redemption, repurchase, defeasance, or other discharge of the principal amount of the Existing Senior Notes (A) at the maturity thereof or (B) from time to time pursuant to Section 8.08(f)(i)(and, in either case, in connection therewith, paying (x) any customary transactional costs, expenses, commissions, and fees related thereto (including, without limitation, reasonable attorneys’ and brokers’ fees), (y) any accrued and unpaid interest on the Existing Senior Notes, and (z) any premiums in respect of the Existing Senior Notes).  As used in this Agreement, the terms (1) “Stated Net Proceeds” shall mean the proceeds of the Additional Senior Notes, net of commissions, fees, reasonable legal expenses, and other costs customarily applicable to the issuance of similar notes, together with any interest which may accrue thereon and (2) “Specified Net Proceeds” shall mean the first $142,000,000 of the Stated Net Proceeds or, if the initial amount of Stated Net Proceeds is less than $142,000,000 the amount of the Stated Net Proceeds.

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(ii)           All Specified Net Proceeds shall be deposited into, and whatever balance of such Specified Net Proceeds remains from time to time shall remain on deposit in or invested in, one or more deposit accounts or investment accounts established and maintained by Interface at the Collateral Agent (each such deposit account or investment account, a “Specified Account” and, collectively, the “Specified Accounts”), with it being agreed that:

(A)           subject to the following clause (B), at least one Business Day before making any withdrawal of Specified Net Proceeds from any Specified Account (or such shorter period as Domestic Agent may agree to in writing in its discretion), Interface shall have provided Domestic Agent with a reasonably detailed written description of the applicable Permitted Use to be consummated, together with a written accounting of the application of such Specified Net Proceeds; and

(B)           any other provision of this Agreement or the other Credit Documents to the contrary notwithstanding, (1) Interface may withdraw Specified Net Proceeds from a Specified Account only for purposes of consummating a Permitted Use contemporaneously with such withdrawal; (2) Interface may not withdraw any Specified Net Proceeds from any Specified Account while any Default under Section 9.01 or 9.07 exists or at any time after the Obligations have been accelerated or deemed accelerated under the last paragraph of Article IX; (3) neither the Domestic Agent, the Collateral Agent nor any of the Lenders or their Affiliates will exercise any rights or remedies with respect to the Specified Net Proceeds or any Specified Account (other than the customary rights of set-off solely for costs, expenses, and fees relating to the establishment, existence, and administration of such Specified Account) unless the Obligations have been accelerated or deemed accelerated under the last paragraph of Article IX; and (4) the requirements of clauses (i) and (ii) of this subsection (j) shall cease to be effective upon the Domestic Agent’s receipt of, and reasonable satisfaction with, evidence that the outstanding principal balance of the Existing Senior Notes has been paid in full and discharged, in which case the Domestic Agent shall follow the instructions of Interface as to the disposition of any remaining Specified Net Proceeds or other funds in any Specified Account;

(iii)           subject to Interface’s compliance with the terms of this subsection (j), some or all remaining principal of the Existing Senior Notes and the Additional Senior Notes may remain outstanding up to the stated maturity of the Existing Senior Notes, but after the stated maturity of the Existing Senior Notes has occurred, no principal balance of the Existing Senior Notes may be outstanding; and

(iv)           the Additional Senior Notes Indenture and any guarantees, security agreements, pledge agreements, mortgages, and other documents constituting supporting obligations thereof, when and as executed, are in form and substance satisfactory to the Domestic Agent and the Required Lenders (with it being agreed that, to the extent any such document is substantively similar to the corresponding document executed and delivered in connection with this Agreement, such document shall be satisfactory).

(k)   Amendments to Section 8.02.  Section 8.02 of the Credit Agreement is hereby amended by deleting “; and” at then end of clause (i) thereof and substituting “;” in lieu thereof, deleting “.” at the end of clause (j) and substituting “; and” in lieu thereof, and adding the following as a new clause (k):

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(k) the Additional Senior Notes Second Liens, so long as such Liens are subject to the Additional Senior Notes Intercreditor Agreement and the Additional Senior Notes Intercreditor Agreement remains in full force and effect.

(l)   Amendments to Section 8.08.  Clauses (e) and (f) of Section 8.08 of the Credit Agreement are hereby amended and restated so that they read, respectively, in their entirety, as follows:

(e)           repayments or repurchases of any of the Senior Notes or other long-term Indebtedness (but not including any repayment or repurchase thereof with the proceeds of any retirement, repayment, prepayment, refinancing, redemption, repurchase, defeasance or other discharge thereof or of any equity issuance which, in each case, is described in Section 8.08(f)), in whole or in part, provided that (i) before making any such repayment or repurchase, Interface shall have delivered to the Domestic Agent written notice of its intention to make such repayments or repurchases, which notice shall specify the series of Senior Notes to be repaid or repurchased and state the maximum amount of any such repayments or repurchases Interface desires to make during the 30-day period following the date of such notice and (ii) at the time of making or consummating such repayment or repurchase, and after giving effect thereto, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom (it being agreed that Interface will, from time to time upon the Domestic Agent’s reasonable request, provide the Domestic Agent with an accounting of all repayments and repurchases made pursuant to this subclause (e), in such form and with such detail as the Domestic Agent may reasonably request), and (B) Excess Availability shall be equal to or greater than $35,000,000;

(f)           (i)           subject to the final paragraph of this clause (f), retirement, repayment, prepayment, redemption, repurchase, defeasance, or other discharge of the Existing Senior Notes, in whole or in part, with (1) the proceeds of the Additional Senior Notes through one or more of the following transactions as selected by Interface from time to time:  (A) one or more tender offers for the repurchase of Existing Senior Notes; (B) one or more market transactions constituting repurchases of Existing Senior Notes; or (C) the exercise of any defeasance, optional redemption or call provisions of the Existing Senior Notes Indenture relating to the Existing Senior Notes; (2) an exchange offer for the exchange of some or all of the Existing Senior Notes for Additional Senior Notes; or (3) the proceeds of any offering of equity securities;

 (ii)           subject to the final paragraph of this clause (f), repayments or repurchases of the Additional Senior Notes, in whole or in part, with (1) the proceeds of any refinancing or replacement thereof in the aggregate principal amount not to exceed $175,000,000, having a maturity not earlier than the date which is ninety (90) days following the Stated Maturity Date, and having financial and other covenants not less favorable to Interface in any material respect than those covenants in effect with respect to such Additional Senior Notes, or otherwise on terms and conditions reasonably satisfactory to the Domestic Agent and the Required Lenders; provided that, anything herein to the contrary notwithstanding, such refinancing or replacement Indebtedness may be secured by a Lien on all or substantially all of the assets of the Credit Parties so long as such Lien is subordinate in priority to the Liens granted to, or for the benefit of, the Secured Parties granted under the Security Documents, on terms and pursuant to documentation substantively similar to the Additional Senior Notes Intercreditor Agreement in all respects or (2) the proceeds of any offering of equity securities;

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(iii)           subject to the final paragraph of this clause (f), repayments or repurchases of the Senior Subordinated Notes, in whole or in part, with (1) the proceeds of any unsecured refinancing or replacement thereof constituting Subordinated Debt in the aggregate principal amount not to exceed $135,000,000, having a maturity not earlier than the later of (A) the date which is ninety (90) days following the Stated Maturity Date and (B) the maturity of the Senior Subordinated Notes, having subordination terms not less favorable in any material respect to the Secured Parties than those subordination terms in effect with respect to the Senior Subordinated Notes, and having financial and other covenants not less favorable to Interface in any material respect than those covenants in effect with respect to such Senior Subordinated Notes, or otherwise on terms and conditions reasonably satisfactory to the Domestic Agent and the Required Lenders or (2) the proceeds of any offering of equity securities;

(iv)           subject to the final paragraph of this clause (f), repayments or repurchases of long-term Indebtedness (other than Indebtedness evidenced by the Senior Notes), in whole or in part, with (1) the proceeds of any unsecured refinancing or replacement thereof having a maturity not earlier than the date which is ninety (90) days following the Stated Maturity Date and having financial and other covenants not less favorable to Interface in any material respect than those covenants in effect with respect to such long-term Indebtedness, or otherwise on terms and conditions reasonably satisfactory to the Domestic Agent and the Required Lenders; provided that, if such long-term Indebtedness is Subordinated Debt, such refinancing or replacement thereof must be Subordinated Debt or (2) the proceeds of any offering of equity securities;

Before consummating any such retirement, repayment, prepayment, refinancing, redemption, repurchase, defeasance, or other discharge, as the case may be, pursuant to this clause (f), Interface shall deliver to the Domestic Agent not less than 15 days’ (or such lesser number of days as is agreed to by the Domestic Agent in its discretion) prior written notice of its intention to undertake such retirement, repayment, prepayment, refinancing, redemption, repurchase, defeasance, or other discharge, which notice shall specify the series of Existing Senior Notes, Additional Senior Notes, Senior Subordinated Notes or other long-term Indebtedness to be repaid or repurchased and, in reasonable details, the transactions which will provide the source of funds to be applied to such repayment or repurchase; provided, however, that no notice under this paragraph shall be required with respect to any retirement, repayment, prepayment, redemption, repurchase, defeasance, or other discharge of any Existing Senior Note with any Specified Net Proceeds, so long as Borrower is otherwise complies with the terms of Section 8.01(j) with respect thereto.

(m)   Amendment to Section 8.11.  Section 8.11 of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

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Section 8.11                                Additional Negative Pledges.  Create or otherwise cause or suffer to exist or become effective, directly or indirectly, any prohibition or restriction on the creation or existence of any Lien upon any asset of any Domestic Consolidated Company, other than pursuant to (i) Section 8.02 of this Agreement, Section 4.10 of the Existing Senior Notes Indenture, the section of the Additional Senior Notes Indenture most comparable to Section 4.10 of the Existing Senior Notes, if any, and Section 4.10 of the Senior Subordinated Notes Indenture, (ii) the terms of any agreement, instrument or other document pursuant to which any Indebtedness permitted by Section 8.02(b) or Section 8.02(f) is incurred by any Domestic Consolidated Company, so long as such prohibition or restriction applies only to the property or asset being financed by such Indebtedness, and (iii) any requirement of applicable law or any regulatory authority having jurisdiction over any of the Domestic Consolidated Companies.

(n)   Amendment to Section 8.12.  Section 8.12 of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

Section 8.12.                                Limitation on Payment Restrictions Affecting Domestic Consolidated Companies.  Create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction on the ability of any Domestic Consolidated Company to (i) pay dividends or make any other distributions on such Consolidated Company’s stock, other than (A) restrictions on payment of dividends imposed under the Existing Senior Notes Indenture, Additional Senior Notes Indenture (but only to the extent the relevant terms in the Additional Senior Notes Indenture are substantively similar to comparable terms in the Existing Senior Notes Indenture), and the Senior Subordinated Notes Indenture and (B) restrictions on the payment of dividends on Interface’s common stock imposed in connection with the Convertible Preferred Stock, or (ii) pay any indebtedness owed to Interface or any Domestic Consolidated Company, or (iii) transfer any of its property or assets to Interface or any Domestic Consolidated Company, except any consensual encumbrance or restriction existing under the Credit Documents

(o)   Amendment to Section 8.13.  Section 8.13 of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

Section 8.13.                                Actions Under Certain Documents.  Without the prior written consent of the Domestic Agent (which consent shall not be unreasonably withheld), (a) modify, amend, cancel or rescind the Intercompany Loans or Intercompany Loan Documents, or Subordinated Debt or any agreements or documents evidencing or governing Subordinated Debt (except that an Intercompany Loan permitted by Section 8.01 or Section 8.05 may be modified or amended so long as it otherwise satisfies the requirements of Section 8.01 or Section 8.05, respectively), or, once effective, the Additional Notes Indenture or any guarantees, security agreements, pledge agreements, mortgages, or other documents constituting supporting obligations thereof, or (b) make demand of payment or accept payment on any Intercompany Loans except as otherwise expressly permitted in this Section 8, and except that current interest accrued thereon as of the date of this Agreement and all interest subsequently accruing thereon (whether or not paid currently) may be paid unless an Event of Default has occurred and is continuing.

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(p)   Amendment to Section 9.10.  Section 9.10 of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

Section 9.10.                                Invalidity of Intercreditor Provisions.  (a) Any Credit Party or any creditor of Borrower or any of its Subsidiaries violates or otherwise fails to comply with the terms and conditions of the Additional Senior Notes Intercreditor Agreement or any other subordination agreement, subordination provisions, or other document which governs or establishes, or purports to govern or establish, the lien or debt priority of any Senior Notes relative to the Obligations, (b) if the Additional Senior Notes Intercreditor Agreement or any such other subordination agreement, subordination provisions, or document, for whatever reason, is rendered or adjudged, or becomes, null and void or unenforceable against any holder of any Senior Notes, or (c) any party subject to the Additional Senior Notes Intercreditor Agreement or any such other subordination agreement, subordination provisions, or document, for whatever reason, repudiates or denies, in writing, its obligations or liabilities thereunder;

(q)   Amendment to Section 11.01.  Section 11.01 of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

Section 11.01.                                Notices.

(a)           All notices, requests and other communications to any party hereunder or any other Credit Party shall be in writing (including bank wire, facsimile, an electronic format such as electronic mail and internet webpages or similar teletransmission or writing), shall be in the English language, and shall be given to such party at its address or applicable facsimile number set forth in Section 11.01(b), or such other address or applicable facsimile number as such party may hereafter specify by notice to the Domestic Agent and the Borrower (on behalf of itself and the other Credit Parties).  Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (ii) if given by facsimile, electronic mail or posting on an internet web page, on the date of delivery, or (iii) if given by any other means (including, without limitation, by air courier), when delivered or received at the address specified in this Section; provided that notices to the Domestic Agent shall not be effective until received.

(b)           Notices to any party shall be sent to it at the following addresses, or any other address as to which all the other parties are notified in writing:

If to the Borrower, any L/C Account Party, or

any other Credit Party:

Interface, Inc.

2859 Paces Ferry Rd., Ste. 2000

Atlanta, Georgia  30339

Attention:  Patrick C. Lynch

      Chief Financial Officer

Telephone No.:  770-437-6848

Telecopy No.:  770-437-6887

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With copies to:

Kilpatrick Stockton LLP

1100 Peachtree St., Ste. 2800

Atlanta, Georgia  30309

Attention:  Hilary Jordan

Telephone No.:  404-815-6500

Telecopy No.:  404-815-6555

If to Wachovia as Domestic Agent:

Wachovia Bank, National Association

Charlotte Plaza, CP-23

201 South College Street

Charlotte, North Carolina  28288-0680

Attention:  Syndication Agency Services

Telephone No.:  704-374-2698

Telecopy No.:  704-383-0288

With copies to:

Wachovia Bank, National Association

171 17th Street NW

MC GA4524 / 4th Floor

Atlanta, Georgia  30363

Attention:  Daniel Denton

Telephone No.:  404-214-1696

Telecopy No.:  404-214-3963

If to any Lender:

To the address set forth on Schedule 1.1(a) hereto.

(r)   Amendment to Section 11.06.  Section 11.06(g) of the Credit Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

(g)           If (i) any Taxes referred to in Section 4.07(b) have been levied or imposed so as to require withholdings or deductions by Borrower and payment by Borrower of additional amounts to any Lender as a result thereof, (ii) any Lender shall make demand for payment of any material additional amounts as compensation for increased costs or for its reduced rate of return pursuant to Sections 4.10, 4.17, or 2A.06(a), (iii) any Lender shall decline to consent to a modification or waiver of the terms of this Agreement or the other Credit Documents requested by Interface, (iv) there is the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of a Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent, or (v) any Lender is a Defaulting Lender, then and in such event, upon request from Interface delivered to such Lender and the Domestic Agent, such Lender shall assign, in accordance with the provisions of Section 11.06(c), all of its rights and obligations under this Agreement and the other Credit Documents to another Lender or an Eligible Assignee selected by Interface, in consideration for the payment by such assignee to the Lender of the principal of, and interest on, the outstanding Loans accrued to the date of such assignment, and the assumption of such Lender’s Domestic Syndicated Loan Commitment hereunder, together with any and  all other amounts owing to such Lender under any provisions of this Agreement or the other Credit Documents accrued to the date of such assignment.

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(s)   Amendment to Exhibit H.  Exhibit H attached to the Credit Agreement is hereby replaced with the Exhibit H attached hereto as Annex I.

(t)   New Exhibit L.  The form of intercreditor agreement attached hereto as Annex II is hereby added to the Credit Agreement as a new Exhibit L.

(u)   Amendment and Restatement of Certain Schedules.  Schedules 1.1(a), 6.01, 6.13, 6.18, and 8.02 attached to the Credit Agreement are hereby amended and restated by the Schedules of corresponding numbers attached hereto as Annex III (and made a part hereof); provided that, each such amended and restated Schedule shall be prepared as of the Second Amendment Effective Date with the understanding and agreement that, to the extent the corresponding former Schedule was prepared as of the Closing Date, the amended and restated Schedule shall be prepared as of the Second Amendment Effective Date.

3.   Certain Provisions Concerning Interface Global Company APS.

(a)   On December 29, 2004, the Borrower, Interface Europe Ltd., and Interface Europe B.V., as “Borrowers,” certain “Subsidiary L/C Account Parties” described therein, the “Lenders” party thereto, and the Domestic Agent, in its capacities as “Domestic Agent,” “Multicurrency Agent,” and “Collateral Agent” executed and delivered that certain Second Amendment to Fifth Amended and Restated Credit Agreement and Waiver (the “2004 Amendment”).  On December 12, 2008, the Borrower, the Subsidiary L/C Account Party, the Lenders party thereto, the Domestic Agent, and the Collateral Agent executed and delivered that certain Consent Under Credit Agreement (the “2008 Consent”).

(b)   The terms of Section 2(g) of the 2004 Amendment and the terms of the 2008 Consent shall continue in existence and shall continue to be enforceable in accordance with their terms and shall survive the execution and delivery and the effectiveness of this Agreement.

4.   Post-Amendment Covenant Regarding Intellectual Property.  In connection with the Fifth Amendment and Restatement of the Credit Agreement, the Collateral Agent and SunTrust Bank (“Prior Collateral Agent”), in its capacity as the Collateral Agent’s predecessor in interest as Collateral Agent, entered into an agreement pursuant to which Prior Collateral Agent agreed to serve as a sub-collateral agent to the Collateral Agent with respect to certain filings and recordings made by Prior Collateral Agent regarding the Credit Parties’ Intellectual Property (the “Existing SunTrust Filings”).  The Borrower agrees that (a) it shall, within three Business Days following Collateral Agent’s delivery thereof to Borrower, execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request to effect an assignment of the Existing SunTrust Filings from Prior Collateral Agent to Collateral Agent and (b) shall exercise its best efforts to obtain, within ten Business Days following Collateral Agent’s delivery thereof to Borrower, Prior Collateral Agent’s execution and delivery of such same or similar documents, all for purposes of effecting an assignment of the Existing SunTrust Filings from Prior Collateral Agent to Collateral Agent.

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5.   Post-Amendment Covenant Regarding Certificated Securities.  The Borrower agrees to deliver, at its expense and within ten Business Days after the Second Amendment Effective Date (or such longer period of time as may be agreed to by the Collateral Agent in its discretion), (a) replacement certificates for all certificated securities which have been pledged to the Collateral Agent but which were issued by or are owned by a Person whose true legal name is not longer accurately shown on such certificated securities and (b) any certificated securities which, pursuant to the terms of the Credit Documents, are required to be pledged to the Collateral, together, in each of the foregoing cases, blank stock powers with respect thereto, in form and substance reasonably satisfactory to the Collateral Agent.

6.   Conditions Precedent.  This Amendment shall become effective only upon the satisfaction of the following conditions precedent (or the waiver thereof by the Agent):

(a)   execution and delivery of this Amendment by the Borrower, the Subsidiary L/C Account Party, the Agent, and all Lenders;

(b)   execution and delivery the Consent and Reaffirmation of Guarantors at the end hereof by each of the Domestic Guarantors;

(c)   execution and delivery of that certain Amended and Restated Pledge and Security Agreement by and among each of the Credit Parties and the Collateral Agent;

(d)   execution and delivery of one or more Intellectual Property Security Agreements respecting such Intellectual Property which is not, as of the date of this Amendment, subject to an Intellectual Property Security Agreement;

(e)   execution and delivery of that certain Amended and Restated Subsidiary Guaranty by and among each of the Subsidiary Guarantors and the Agent;

(f)   execution and delivery of that certain Amended and Restated Interface Guaranty by and between the Borrower and the Agent;

(g)   execution and delivery of that certain Amended and Restated Contribution Agreement by and among the Credit Parties;

(h)   evidence reasonably satisfactory to the Agent that the Additional Senior Notes are permitted debt under the Existing Senior Notes Indenture and the Senior Subordinated Notes Indenture and, with respect to the Senior Subordinated Notes Indenture, constitute “Designated Senior Indebtedness” thereunder, which evidence may include, without limitation, pro forma calculations and opinions of counsel if the same are reasonably requested by the Agent; and

(i)   execution and delivery of a fee letter by and between the Borrower and the Domestic Agent (and in form and substance satisfactory to the Domestic Agent) concerning the amendment fees payable to each of the Lenders in consideration of its execution and delivery of this Amendment and receipt by the Domestic Agent, for the benefit of the Lenders party hereto, of such amendment fee.

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7.   Miscellaneous Terms.

(a)   Effect of Amendment.

(i)   Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Credit Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of the Borrower and the Subsidiary L/C Account Party.

(ii)   Prior to the date of this Amendment, the Domestic Agent, the Collateral Agent, and the Lenders executed and delivered into escrow signature pages to a draft Second Amendment to Sixth Amended and Restated Credit Agreement (the “Draft Second Amendment”).  Each of the parties hereto acknowledges and agrees that the Draft Second Amendment never became, and is not, effective, because Interface and the other Credit Parties did not execute and deliver it and the Domestic Agent, the Collateral Agent, and the Lenders did not release their respective signature pages from the escrow arrangements attendant thereto.

(b)   No Novation or Mutual Departure.  Each of the Borrower and the Subsidiary L/C Account Party expressly acknowledges and agrees that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any of the other Credit Documents, or a mutual departure from the strict terms, provisions, and conditions thereof, other than as expressly set forth in Sections 2 and 3 hereof, and (ii) nothing in this Amendment shall affect or limit the Agent’s or the Lenders’ right to demand payment of liabilities owing from the Borrower or the Subsidiary L/C Account Party to the Agent and the Lender under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Credit Documents, to exercise any and all rights, powers and remedies under the Credit Agreement or the other Credit Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence of a Default or an Event of Default under the Credit Agreement or the other Credit Documents.

(c)   Ratification.  Each of the Borrower and the Subsidiary L/C Account Party (i) hereby restates, ratifies, and reaffirms each and every term, covenant, and condition set forth in the Credit Agreement and the other Credit Documents to which it is a party effective as of the date hereof and (ii) restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Credit Documents as fully as if made on the date hereof and with specific reference to this Amendment and all other Credit Documents executed and/or delivered in connection therewith (except with respect to representations and warranties made as of an expressed date, in which case such representations and warranties shall be true and correct as of such date).

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(d)   No Default.  To induce the Agent and Lenders party hereto to enter into this Amendment and to continue to make advances pursuant to the Credit Agreement (subject to the terms and conditions thereof), each of the Borrower and the Subsidiary L/C Account party hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim, or objection in favor of any of the Borrower or the Subsidiary L/C Account Party arising out of or with respect to any of the Loans or other obligations of the Borrower or the Subsidiary L/C Account Party owed to the Agent or the Lenders under the Credit Agreement.

(e)   Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.  This Amendment may be executed by each party on separate copies, which copies, when combined so as to include the signatures of all parties, shall constitute a single counterpart of the Amendment.

(f)   Fax or Other Transmission.  Delivery by one or more parties hereto of an executed counterpart of this Amendment via facsimile, telecopy, or other electronic method of transmission pursuant to which the signature of such party can be seen (including, without limitation, Adobe Corporation’s Portable Document Format) shall have the same force and effect as the delivery of an original executed counterpart of this Amendment.  Any party delivering an executed counterpart of this Amendment by facsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Amendment.

(g)   Section References.  Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

(h)   Further Assurances.  Each of the Borrower and the Subsidiary L/C Account Party agrees to take such further actions as the Agent shall reasonably request in connection herewith to evidence the amendments set forth herein.

(i)   Governing Law.  This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

 [SIGNATURES ON FOLLOWING PAGES.]

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IN WITNESS WHEREOF, each of the Borrower, the Subsidiary L/C Account Party, the Agent, and the Lenders has caused this Amendment to be duly executed by its duly authorized officer as of the day and year first above written.

INTERFACE, INC., a Georgia corporation, as Borrower

By:  /s/ Patrick C. Lynch                                                         

Name:  Patrick C. Lynch

Title:  Senior Vice President

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INTERFACEFLOR, LLC, as Subsidiary L/C Account Party

By:  /s/ Patrick C. Lynch                                                         

Name:  Patrick C. Lynch

Title:  Senior Vice President

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WACHOVIA BANK,

NATIONAL ASSOCIATION,

as Domestic Agent, Collateral Agent

and as a Lender

By:  /s/ Daniel Denton                                              

Name:  Daniel Denton

Title:  Director

- 26 - -

BANK OF AMERICA, N.A. (as successor to Fleet Capital Corporation), as a Lender

By:  /s/ Sherry Lail                                                    

Name:  Sherry Lail

Title:  Senior Vice President

- 27 - -

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

By:  /s/ Marni McManus                                             

Name:  Marni McManus

Title:  Director

- 28 - -

CITIBANK, N.A., as a Lender

By:  /s/ Philip Carfora                                             

Name:  Philip Carfora

Title:  Duly Authorized Signatory

- 29 - -

CONSENT AND REAFFIRMATION OF GUARANTORS

Each of the undersigned (i) acknowledges receipt of the foregoing Second Amendment to Sixth Amended and Restated Credit Agreement (the “Amendment”), (ii) consents to the execution and delivery of the Amendment by the parties thereto, and (iii) reaffirms all of its obligations and covenants under the Credit Agreement, the Fifth Amended and Restated Interface Guaranty Agreement, and the Fifth Amended and Restated Subsidiary Guaranty Agreement, as applicable, each dated as of May 14, 2009, executed by it (as the same may be amended, restated, supplemented, or otherwise modified from time to time), and agrees that none of such obligations and covenants shall be reduced or limited by the execution and delivery of the Amendment.

This Consent and Reaffirmation of Guarantors (this “Consent”) may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.  This Consent may be executed by each party on separate copies, which copies, when combined so as to include the signatures of all parties, shall constitute a single counterpart of the Consent.

INTERFACE, INC

By:  /s/ Patrick C. Lynch                                             

Name:  Patrick C. Lynch

Title:  Senior Vice President

- 30 - -

 INTERFACEFLOR, LLC

BENTLEY PRINCE STREET, INC.

BENTLEY MILLS, INC.

COMMERCIAL FLOORING SYSTEMS, INC.

FLOORING CONSULTANTS, INC.

INTERFACE AMERICAS, INC.

INTERFACE ARCHITECTURAL RESOURCES, INC.

INTERFACE OVERSEAS HOLDINGS, INC.

FLOR, INC.

QUAKER CITY INTERNATIONAL, INC.

RE:SOURCE AMERICAS ENTERPRISES, INC.

RE:SOURCE MINNESOTA, INC.

RE:SOURCE NORTH CAROLINA, INC.

RE:SOURCE NEW YORK, INC.

RE:SOURCE OREGON, INC.

RE:SOURCE SOUTHERN CALIFORNIA, INC.

RE:SOURCE WASHINGTON, D.C., INC.

SOUTHERN CONTRACT SYSTEMS, INC.

SUPERIOR/REISER FLOORING RESOURCES, INC.

By:  /s/ Patrick C. Lynch                                             

Name:  Patrick C. Lynch

Title:  Senior Vice President

- 31 - -

INTERFACE GLOBAL COMPANY APS

By:  /s/ Raymond S. Willoch                                  

Name:  Raymond S. Willoch

Title:  Senior Vice President and Director

INTERFACESERVICES, INC.

By:  /s/ Keith E. Wright                                          

Name:  Keith E. Wright

Title:  Treasurer

INTERFACE REAL ESTATE HOLDINGS, LLC,

By:           BENTLEY PRINCE STREET, INC., its sole member

By:  /s/ Patrick C. Lynch                                      

Name:  Patrick C. Lynch

Title:  Senior Vice President

- 32 - -

INTERFACE AMERICAS HOLDINGS, LLC,

By:           INTERFACE, INC., its manager

By:  /s/ Patrick C. Lynch                                     

Name:  Patrick C. Lynch

Title:  Senior Vice President

INTERFACE AMERICAS RE:SOURCE TECHNOLOGIES, LLC,

By:           INTERFACEFLOR, LLC, its sole

Member

By:  /s/ Patrick C. Lynch                                          

Name:  Patrick C. Lynch

Title:  Senior Vice President

- 33 - -

EX-31.1

CERTIFICATION

I, Daniel T. Hendrix, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interface, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 15, 2009
	/s/  Daniel T. Hendrix
	Daniel T. Hendrix
	Chief Executive Officer

EX-31.2

CERTIFICATION

I, Patrick C. Lynch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interface, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 15, 2009
	/s/  Patrick C. Lynch
	Patrick C. Lynch
	Chief Financial Officer

EX-32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

I, Daniel T. Hendrix, Chief Executive Officer of Interface, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350 as adopted by § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended April 5, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 15, 2009
	/s/  Daniel T. Hendrix
	Daniel T. Hendrix
	Chief Executive Officer

EX-32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

I, Patrick C. Lynch, Chief Financial Officer of Interface, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350 as adopted by § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended April 5, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 15, 2009
	/s/  Patrick C. Lynch
	Patrick C. Lynch
	Chief Financial Officer