8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   November 17, 2010

                        INTERFACE, INC.                         

(Exact name of Registrant as Specified in its Charter)

Georgia	001-33994	58-1451243
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2859 Paces Ferry Road, Suite 2000 Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:  (770) 437-6800

Not Applicable                                                      

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 17, 2010, Interface, Inc. (the “Company”) executed and delivered the First Supplemental Indenture (the “2009 Supplemental Indenture”) among the Company, certain of its subsidiaries, and U.S. Bank National Association, as trustee under the indenture, dated as of June 5, 2009 (the “2009 Indenture”) governing the Company’s 11.375% Senior Secured Notes due 2013 (the “11.375% Notes”), which 2009 Supplemental Indenture amends the 2009 Indenture.  On the same date, the Company also executed and delivered the Second Supplemental Indenture (the “2004 Supplemental Indenture”; and together with the 2009 Supplemental Indenture, the “Supplemental Indentures”) among the Company, certain of its subsidiaries, and U.S. Bank National Association, as trus tee under the indenture, dated as of February 4, 2004 (the “2004 Indenture”; and together with the 2009 Indenture, the “Indentures”) governing the Company’s 9.50% Senior Subordinated Notes due 2014 (the “9.50% Notes”; and together with the 11.375% Notes, the “Notes”), which 2004 Supplemental Indenture amends the 2004 Indenture.

The Supplemental Indentures were entered into following the Company’s receipt on November 17, 2010 of consents to certain proposed amendments to the Indentures from holders of more than a majority in aggregate principal amount outstanding of each series of the Notes.  As executed, the Supplemental Indentures eliminate substantially all of the restrictive covenants and certain events of default contained in the Indentures, but do not eliminate or change certain covenants governing the Company’s obligations to make and consummate offers to purchase Notes after the consummation of certain change in control or asset sale transactions.  The amendments being effected by the Supplemental Indentures will only become operative, however, on the date that the Notes validly tendered in connection with the consents are purchased by the Company pursuant to the Company’s tender offer for the Notes commenced on November 3, 2010.

The foregoing summary of the material terms of the Supplemental Indentures is qualified in its entirety by reference to the full text of the 2009 Supplemental Indenture and 2004 Supplemental Indenture, copies of which are attached to this report as Exhibit 4.1 and Exhibit 4.2, respectively.

On November 18, 2010, the Company entered into a Termination of Split-Dollar Agreement with Ray C. Anderson (the Company’s Chairman of the Board of Directors), Mary Anne Anderson Lanier, as Trustee (the “Anderson Trustee”) of The Ray Anderson 2010 Family Trust U/A dated November 3, 2010 (successor by merger to The Ray Christie Anderson Family Trust U/A dated May 29, 1998), and Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association), as Trustee (the “SCA Trustee”) under that certain Trust Agreement dated October 17, 2005 for Certain Interface, Inc. Salary Continuation Agreements.  Pursuant to the Termination of Split-Dollar Agreement, (1) the Split-Dollar Agreement dated as of September 11, 2006, as previously amended and partially assigned, among the p arties has been terminated (and thus the Company will no longer be required to pay the premiums with respect to the relevant insurance policy), and (2) the SCA Trustee will sell and assign the relevant insurance policy to the Anderson Trustee for the sum of $1,887,731.

The foregoing summary of the Termination of Split-Dollar Agreement is qualified in its entirety by reference to the full text of the Termination of Split-Dollar Agreement, a copy of which is attached to this report as Exhibit 99.1.

ITEM 1.02         TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On November 18, 2010, in connection with the Termination of Split Dollar Agreement described above in Item 1.01, the same parties terminated the Split-Dollar Agreement dated September 11, 2006.

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ITEM 3.03          MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

The disclosure under Item 1.01 of this Report regarding the 2009 Supplemental Indenture and 2004 Supplemental Indenture is incorporated herein by reference in response to this Item 3.03.

ITEM 8.01          OTHER EVENTS.

On November 18, 2010, the Company issued a press release announcing that, on November 17, 2010, it had received consents to certain proposed amendments to the Indentures from holders of more than a majority in aggregate principal amount outstanding of each series of the Notes and had executed the Supplemental Indentures.  A copy of the press release is attached hereto as Exhibit 99.2 to this Report and is incorporated herein by reference.

On November 18, 2010, the Company issued a press release announcing that it had commenced a private offering of $275,000,000 aggregate principal amount of Senior Notes due 2018.  A copy of the press release is attached hereto as Exhibit 99.3 to this Report and is incorporated herein by reference.

In connection with the note offering, attached hereto as Exhibit 99.4 is a copy of written materials that may be used by Messrs. Daniel T. Hendrix and Patrick C. Lynch, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, in presentations to investors and potential investors.  Whether or not the information set forth therein is properly considered to be material, we have elected, in this instance, to make the information available generally to all persons who might consider it to be useful for their respective purposes.  The information includes certain non-GAAP measures.  Reconciliations of the respective non-GAAP measures to the most comparable GAAP measures are contained in the materials.   

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS.

 (d)          Exhibits.

Exhibit No.	Description
4.1	First Supplemental Indenture, dated as of November 17, 2010, to the 2009 Indenture dated as of June 5, 2009.
4.2	Second Supplemental Indenture, dated as of November 17, 2010, to the 2004 Indenture dated as of February 4, 2004.
99.1	Termination of Split-Dollar Agreement, dated as of November 18, 2010, by and among the Company, Ray C. Anderson, Mary Anne Anderson Lanier and Wells Fargo Bank, National Association.
99.2	Press Release of Interface, Inc., dated as of November 18, 2010, announcing receipt of requisite consents and execution of supplemental indentures.
99.3	Press Release of Interface, Inc., dated as of November 18, 2010, announcing commencement of private debt offering.
99.4	Investor Presentation dated November 2010.

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SIGNATURES

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 hereunto duly authorized.

	INTERFACE, INC.
By:	/s/ Patrick C. Lynch________________                           Patrick C. Lynch Senior Vice President
Date:        November 18, 2010

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EXHIBIT INDEX

Exhibit No.	Description
4.1	First Supplemental Indenture, dated as of November 17, 2010, to the 2009 Indenture dated as of June 5, 2009.
4.2	Second Supplemental Indenture, dated as of November 17, 2010, to the 2004 Indenture dated as of February 4, 2004.
99.1	Termination of Split-Dollar Agreement, dated as of November 18, 2010, by and among the Company, Ray C. Anderson, Mary Anne Anderson Lanier and Wells Fargo Bank, national Association.
99.2	Press Release of Interface, Inc., dated as of November 18, 2010, announcing receipt of requisite consents and execution of supplemental indentures.
99.3	Press Release of Interface, Inc., dated as of November 18, 2010, announcing commencement of private debt offering.
99.4	Investor Presentation dated November 2010.

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EX-4.1

FIRST SUPPLEMENTAL INDENTURE

TO

INDENTURE FOR 11.375% SENIOR SECURED NOTES DUE 2013

This Supplemental Indenture is dated as of November 17, 2010 (this “Supplemental Indenture”), among Interface, Inc., a Georgia corporation (the “Company”), Bentley Mills, Inc., a Nevada corporation; Bentley Prince Street, Inc., a Delaware corporation; Commercial Flooring Systems, Inc., a Pennsylvania corporation; Flooring Consultants, Inc., an Arizona corporation; FLOR, Inc., a Georgia corporation; Interface Americas Holdings, LLC, a Georgia limited liability company; Interface Americas, Inc., a Georgia corporation; Interface Americas Re:Source Technologies, LLC, a Georgia limited liabil ity company; Interface Architectural Resources, Inc., a Michigan corporation; InterfaceFLOR, LLC, a Georgia limited liability company; Interface Global Company ApS, a Denmark and Delaware corporation; Interface Overseas Holdings, Inc., a Georgia corporation; Interface Real Estate Holdings, LLC, a Georgia limited liability company; InterfaceSERVICES, Inc., a Georgia corporation; Quaker City International, Inc., a Pennsylvania corporation; Re:Source Americas Enterprises, Inc., a Georgia corporation; Re:Source Minnesota, Inc., a Minnesota corporation; Re:Source New York, Inc., a New York corporation; Re:Source North Carolina, Inc., a North Carolina corporation; Re:Source Oregon, Inc., an Oregon corporation; Re:Source Southern California, Inc., a California corporation; Re:Source Washington, D.C., Inc., a Virginia corporation; Southern Contract Systems, Inc., a Georgia corporation; Superior/Reiser Flooring Resources, Inc., a Texas corporation  (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, the Company, the Guarantors and the Trustee are parties to an Indenture, dated as of June 5, 2009 (the “Indenture”), providing for the issuance of an aggregate principal amount of $150,000,000 of the Company’s 11.375% Senior Secured Notes due 2013 (the “Existing Notes”); and

WHEREAS, the Company has solicited consents (the “Consent Solicitation”) from the Holders (as defined below) of the Existing Notes to certain proposed amendments to the Indenture (the “Proposed Amendments”) as set forth in Section 2.1 hereof, in accordance with the terms of an Offer to Purchase and Consent Solicitation Statement dated November 3, 2010 (the “Offer to Purchase”); and

WHEREAS, pursuant to Section 9.02 of the Indenture, with the consent of the Holders of not less than a majority in aggregate principal amount of the Existing Notes at the time outstanding, the Company, the Guarantors and the Trustee may enter into a supplemental indenture for the purpose of adopting the Proposed Amendments;

WHEREAS, pursuant to the Consent Solicitation, the Holders of a majority in aggregate principal amount of the outstanding Existing Notes have consented to the adoption of the Proposed Amendments;

WHEREAS, the Existing Notes are the only series of notes currently outstanding under the Indenture;

WHEREAS, this Supplemental Indenture complies with the provision of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); and

WHEREAS, this Supplemental Indenture has been approved by the Boards of Directors of the Company and the Guarantors or by duly authorized committees of such Boards, or by similar governing bodies or entities;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1Defined Terms.  Capitalized terms not otherwise defined herein shall have the meaning given to them in the Indenture, except that the term “Holders” in this Supplemental Indenture shall refer to the “Holders” as defined in the Indenture and to the Trustee acting on behalf or for the benefit of such Holders.  The words “herein,” “hereof’< /font> and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

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ARTICLE II

INDENTURE AMENDMENTS

SECTION 2.1Deletion of Certain Articles, Sections and Subsections from the Indenture. The text of the following articles, sections and subsections of the Indenture shall be deleted from the Indenture:

Section 4.05	Maintenance of Properties; Insurance; Books and Records; Compliance with Law
Section 4.06	Compliance Certificate
Section 4.07	SEC Reports
Section 4.08	Limitation on Indebtedness and Issuance of Redeemable Capital Stock
Section 4.09	Limitation on Restricted Payments
Section 4.10	Limitation on Liens
Section 4.13	Limitation on Transactions with Interested Persons
Section 4.14	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries
Section 4.15	Sale and Leaseback Transactions
Section 4.16	Limitation on Guarantees by Subsidiaries
Section 4.19	Rule 144A Information Requirement
Article 5	Successor Corporation
Subsections (a)(4) and (a)(5) of Section 6.01	Events of Default

In place of the deleted text of the foregoing articles, sections and subsections, the following text shall be inserted immediately after the article, section or subsection number or letter: “[Reserved].”

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Any and all references to the foregoing articles, sections and subsections and any and all obligations thereunder related solely to such sections and subsections throughout the Indenture shall be of no further force or effect.  All definitions in the Indenture which are used exclusively in the sections and subsections deleted pursuant to this Section 2.1 shall be of no further force or effect.

ARTICLE III

EFFECTIVENESS; OPERATIVENESS

SECTION 3.1Effectiveness of Supplemental Indenture.  This Supplemental Indenture shall become effective upon the due execution and delivery by the Company, the Guarantors and the Trustee of this Supplemental Indenture.

SECTION 3.2Operativeness of Amendments.  Notwithstanding Section 3.1 of this Supplemental Indenture, the Proposed Amendments set forth in Section 2.1 of this Supplemental Indenture shall become operative when, and only when, the Existing Notes with respect to which the Requisite Consents (as defined in the Offer to Purchase)  have been delivered are paid for on the applicable Payment Date (as defined in the Offer to Purchase).

ARTICLE IV

MISCELLANEOUS

SECTION 4.1Parties.  Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 4.2Governing Law.  The internal laws of the State of New York shall govern and be used to construe this Supplemental Indenture and the Existing Notes without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

SECTION 4.3Severability Clause.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality and unenforceability.

SECTION 4.4Ratification of Indenture: Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Existing Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

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SECTION 4.5Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 4.6Headings.  The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 4.7Trustee.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture, and the Trustee shall not be responsible in any manner whatsoever for the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or the Guarantors or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.

SECTION 4.8.                          Execution; Enforceability.  The Company and the Guarantors each represent and warrant to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by the Company and the Guarantors and constitutes their respective legal, valid and binding obligation, enforceable against the Company and Guarantors in accordance with its terms, except as such enforceability may be limited in bankruptcy, insolvency or under principles of equity.

SECTION 4.9.                          Successors and Assigns.  All agreements of the Company, the Guarantors and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns.

SECTION 4.10.                                Conflict with Trust Indenture Act.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Supplemental Indenture, such provision of the Trust Indenture Act shall control.  If any provision of this Supplemental Indenture modifies or excludes any provision of th e Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

INTERFACE, INC.

By:  /s/ Patrick C. Lynch                                                                           

Patrick C. Lynch

Senior Vice President and Chief Financial Officer

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                                                                           

Patrick C. Lynch

Senior Vice President

INTERFACE GLOBAL COMPANY APS

By:  /s/ Raymond S. Willoch                                                                           

Raymond S. Willoch

Senior Vice President and Director

INTERFACESERVICES, INC.

By:  /s/ Keith E. Wright                                                                           

Keith E. Wright

Treasurer

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INTERFACE REAL ESTATE HOLDINGS, LLC,

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

By:  /s/ Patrick C. Lynch                                                                           

Patrick C. Lynch

Senior Vice President

INTERFACE AMERICAS HOLDINGS, LLC,

By:           INTERFACE, INC., its manager

By:  /s/ Patrick C. Lynch                                                                           

Patrick C. Lynch

Senior Vice President

INTERFACE AMERICAS RE:SOURCE TECHNOLOGIES, LLC,

By:           INTERFACEFLOR, LLC, its sole

member

By:  /s/ Patrick C. Lynch                                                                           

Patrick C. Lynch

Senior Vice President

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U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:         /s/ Esther Fannin                                                                           

Name:            Esther Fannin                                                                

Title:              Vice President                                                                

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EX-4.2

SECOND SUPPLEMENTAL INDENTURE

TO

INDENTURE FOR 9.5% SENIOR SUBORDINATED NOTES DUE 2014

This Supplemental Indenture is dated as of November 17, 2010 (this “Supplemental Indenture”), among Interface, Inc., a Georgia corporation (the “Company”), Bentley Mills, Inc., a Nevada corporation; Bentley Prince Street, Inc., a Delaware corporation; Commercial Flooring Systems, Inc., a Pennsylvania corporation; Flooring Consultants, Inc., an Arizona corporation; FLOR, Inc., a Georgia corporation; Interface Americas Holdings, LLC, a Georgia limited liability company; Interface Americas, Inc., a Georgia corporation; Interface Americas Re:Source Technologies, LLC, a Georgia limited liabil ity company; Interface Architectural Resources, Inc., a Michigan corporation; InterfaceFLOR, LLC, a Georgia limited liability company; Interface Global Company ApS, a Denmark and Delaware corporation; Interface Overseas Holdings, Inc., a Georgia corporation; Interface Real Estate Holdings, LLC, a Georgia limited liability company; InterfaceSERVICES, Inc., a Georgia corporation; Quaker City International, Inc., a Pennsylvania corporation; Re:Source Americas Enterprises, Inc., a Georgia corporation; Re:Source Minnesota, Inc., a Minnesota corporation; Re:Source New York, Inc., a New York corporation; Re:Source North Carolina, Inc., a North Carolina corporation; Re:Source Oregon, Inc., an Oregon corporation; Re:Source Southern California, Inc., a California corporation; Re:Source Washington, D.C., Inc., a Virginia corporation; Southern Contract Systems, Inc., a Georgia corporation; Superior/Reiser Flooring Resources, Inc., a Texas corporation  (collectively, the “Guarantors”), and U.S. Bank National Association (as successor to SunTrust Bank, a Georgia banking corporation), as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of February 4, 2004, as amended by that First Supplemental Indenture dated as of January 10, 2005 (the “Indenture”), providing for the issuance of an aggregate principal amount of $135,000,000 of the Company’s 9.5% Senior Subordinated Notes due 2014 (the “Existing Notes”); and

WHEREAS, the Company has solicited consents (the “Consent Solicitation”) from the Holders (as defined below) of the Existing Notes to certain proposed amendments to the Indenture (the “Proposed Amendments”) as set forth in Section 2.1 hereof, in accordance with the terms of an Offer to Purchase and Consent Solicitation Statement dated November 3, 2010 (the “Offer to Purchase”); and

WHEREAS, pursuant to Section 9.02 of the Indenture, with the consent of the Holders of not less than a majority in aggregate principal amount of the Existing Notes at the time outstanding, the Company, the Guarantors and the Trustee may enter into a supplemental indenture for the purpose of adopting the Proposed Amendments;

WHEREAS, pursuant to the Consent Solicitation, the Holders of a majority in aggregate principal amount of the outstanding Existing Notes have consented to the adoption of the Proposed Amendments;

WHEREAS, the Existing Notes are the only series of notes currently outstanding under the Indenture;

WHEREAS, this Supplemental Indenture complies with the provision of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); and

WHEREAS, this Supplemental Indenture has been approved by the Boards of Directors of the Company and the Guarantors or by duly authorized committees of such Boards, or by similar governing bodies or entities;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1Defined Terms.  Capitalized terms not otherwise defined herein shall have the meaning given to them in the Indenture, except that the term “Holders” in this Supplemental Indenture shall refer to the “Holders” as defined in the Indenture and to the Trustee acting on behalf or for the benefit of such Holders.  The words “herein,” “hereof’< /font> and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

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ARTICLE II

INDENTURE AMENDMENTS

SECTION 2.1Deletion of Certain Articles, Sections and Subsections from the Indenture. The text of the following articles, sections and subsections of the Indenture shall be deleted from the Indenture:

Section 4.05	Maintenance of Properties; Insurance; Books and Records; Compliance with Law
Section 4.06	Compliance Certificate
Section 4.07	SEC Reports
Section 4.08	Limitation on Indebtedness and Issuance of Redeemable Capital Stock
Section 4.09	Limitation on Restricted Payments
Section 4.10	Limitation on Liens
Section 4.13	Limitation on Transactions with Interested Persons
Section 4.14	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries
Section 4.15	Limitation on Other Senior Subordinated Indebtedness
Section 4.16	Limitation on Guarantees by Subsidiaries
Section 4.18	Rule 144A Information Requirement
Article 5	Successor Corporation
Subsections (a)(4), (a)(5) and (a)(6) of Section 6.01	Events of Default

In place of the deleted text of the foregoing articles, sections and subsections, the following text shall be inserted immediately after the article, section or subsection number or letter: “[Reserved].”

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Any and all references to the foregoing articles, sections and subsections and any and all obligations thereunder related solely to such sections and subsections throughout the Indenture shall be of no further force or effect.  All definitions in the Indenture which are used exclusively in the sections and subsections deleted pursuant to this Section 2.1 shall be of no further force or effect.

ARTICLE III

EFFECTIVENESS; OPERATIVENESS

SECTION 3.1Effectiveness of Supplemental Indenture.  This Supplemental Indenture shall become effective upon the due execution and delivery by the Company, the Guarantors and the Trustee of this Supplemental Indenture.

SECTION 3.2Operativeness of Amendments.  Notwithstanding Section 3.1 of this Supplemental Indenture, the Proposed Amendments set forth in Section 2.1 of this Supplemental Indenture shall become operative when, and only when, the Existing Notes with respect to which the Requisite Consents (as defined in the Offer to Purchase) have been delivered are paid for on the applicable Payment Date (as defined in the Offer to Purchase).

ARTICLE IV

MISCELLANEOUS

SECTION 4.1Parties.  Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 4.2Governing Law.  The internal laws of the State of New York shall govern and be used to construe this Supplemental Indenture and the Existing Notes without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

SECTION 4.3Severability Clause.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality and unenforceability.

SECTION 4.4Ratification of Indenture: Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Existing Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

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SECTION 4.5Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 4.6Headings.  The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 4.7Trustee.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture, and the Trustee shall not be responsible in any manner whatsoever for the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or the Guarantors or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.

SECTION 4.8.  Execution; Enforceability.  The Company and the Guarantors each represent and warrant to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by the Company and the Guarantors and constitutes their respective legal, valid and binding obligation, enforceable against the Company and Guarantors in accordance with its terms, except as such enforceability may be limited in bankruptcy, insolvency or under principles of equity.

SECTION 4.9.   Successors and Assigns.  All agreements of the Company, the Guarantors and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns.

SECTION 4.10.  Conflict with Trust Indenture Act.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Supplemental Indenture, such provision of the Trust Indenture Act shall control.  If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by th is Supplemental Indenture, as the case may be.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

INTERFACE, INC.

By:  /s/ Patrick C. Lynch                                                                           

Patrick C. Lynch

Senior Vice President and Chief Financial Officer

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                                                                           

Patrick C. Lynch

Senior Vice President

INTERFACE GLOBAL COMPANY APS

By:  /s/ Raymond S. Willoch                                                                           

Raymond S. Willoch

Senior Vice President and Director

INTERFACESERVICES, INC.

By:  /s/ Keith E. Wright                                                                           

Keith E. Wright

Treasurer

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INTERFACE REAL ESTATE HOLDINGS, LLC,

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

By:  /s/ Patrick C. Lynch                                                                           

Patrick C. Lynch

Senior Vice President

INTERFACE AMERICAS HOLDINGS, LLC,

By:           INTERFACE, INC., its manager

By:  /s/ Patrick C. Lynch                                                                           

Patrick C. Lynch

Senior Vice President

INTERFACE AMERICAS RE:SOURCE TECHNOLOGIES, LLC,

By:           INTERFACEFLOR, LLC, its sole

member

By:  /s/ Patrick C. Lynch                                                                           

Patrick C. Lynch

Senior Vice President

- 7 -

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:         /s/ Esther Fannin                                                                           

Name:             Esther Fannin                                                                

Title:              Vice President                                                                

- 8 -

EX-99.1

TERMINATION OF

SPLIT-DOLLAR AGREEMENT

This Termination of Split-Dollar Agreement (hereinafter referred to as the “Termination Agreement”) is made and entered into as of the 18th day of November, 2010, by and among Interface, Inc., a Georgia corporation, with principal offices and place of business in the State of Georgia (hereinafter referred to as the “Corporation”), Mary Anne Anderson Lanier, as Trustee (hereinafter with her successor(s) in trust referred to as the “Anderson Trustee”), and not individually, of The Ray Anderson 2010 Family Trust U/A dated November 3, 2010 (hereinafter referred to as the “Family Trust”), Ray C. Anderson (“Employee” or the “Insured”), and Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association), as Trustee (hereinafter with its successor(s) in trust referred to as the “SCA Trustee”), and not individually, under that certain Trust Agreement dated October 17, 2005 for Certain Interface, Inc. Salary Continuation Agreements (hereinafter referred to as the “SCA Trust”).

WHEREAS, the Corporation, Employee, and Mary Anne Anderson Lanier, as Trustee of The Ray Christie Anderson Family Trust U/A dated May 29, 1998 (the “1998 Trust”) previously entered into that certain Split-Dollar Agreement dated as of September 11, 2006, which was amended and partially assigned to the SCA Trustee pursuant to that certain Amendment and Partial Assignment of Split-Dollar Agreement dated as of August 24, 2009 (collectively, as amended and partially assigned, the “Split-Dollar Agreement”);

- 1 -

WHEREAS, pursuant the Split-Dollar Agreement, life insurance protection is provided for the Employee and his spouse under a policy (the “Policy”) which is described in Exhibit A attached thereto, and which has been issued by the insurer listed on Exhibit A attached thereto (the “Insurer”);

WHEREAS, on November 4, 2010, the 1998 Trust was merged into the Family Trust, resulting in a single trust to be governed by the terms, conditions and provisions of the Family Trust, and the Family Trust became the successor to the 1998 Trust to the Split-Dollar Agreement;

WHEREAS, the SCA Trustee is the current owner of the Policy and desires to sell, assign and transfer to the Anderson Trustee, and the Anderson Trustee desires to purchase, assume and receive from the SCA Trustee, all of the SCA Trustee’s present and future right, title and interest in, and powers, privileges, immunities, options and incidents of ownership (including without limitation the right to designate the beneficiary) with respect to, the Policy; and

WHEREAS, the parties desire to terminate the Split-Dollar Agreement;

NOW, THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, and in consideration of the premises and mutual promises contained herein, the parties hereto agree as follows:

- 2 -

1.           Termination of Split-Dollar Agreement.

(a)           Each of the parties to the Split-Dollar Agreement agrees that (i) the Split-Dollar Agreement is hereby terminated as of the date of this Termination Agreement, (ii) the 2009 Split-Dollar Endorsement (as such term is defined in the Amendment and Partial Assignment of Split-Dollar Agreement dated as of August 24, 2009) is hereby terminated as of the date of this Termination Agreement, and (iii) none of them shall have any further rights or obligations under the Split-Dollar Agreement.

(b)           For the avoidance of doubt, each of the Anderson Trustee and the Family Trust hereby expressly (i) waives any right to purchase the Policy conferred upon her or it, respectively, by Section 10(a) of the Split-Dollar Agreement, and (ii) represents and warrants that neither she nor it has previously assigned any such right to purchase the Policy.

(c)           For the avoidance of doubt, each of the SCA Trustee and the Corporation hereby expressly waives any rights conferred upon it by Section 10(b) of the Split-Dollar Agreement.

           (d)           For the avoidance of doubt, each of the Anderson Trustee and the Corporation hereby expressly consents to the termination of the 2009 Split-Dollar Endorsement (as such term is defined in the Amendment and Partial Assignment of Split-Dollar Agreement dated as of August 24, 2009).

- 3 -

2.           Sale and Assignment of the Policy.

(a)           In consideration of the sum of One Million Eight Hundred Eighty-Seven Thousand Seven Hundred Thirty Dollars and Seventy-Six Cents ($1,887,730.76), which shall be paid by the Anderson Trustee to the SCA Trustee upon the execution of this Termination Agreement, (i) the SCA Trustee hereby sells, assigns and transfers to the Anderson Trustee all of the SCA Trustee’s present and future right, title and interest in, and powers, privileges, immunities, options and incidents of ownership (including without limitation the right to designate the beneficiary) with respect to, the Policy, and (ii) the Corporation hereby agrees that it shall have no further right, title or interest in the Policy.

(b)           Each of the Anderson Trustee, the Employee and the Corporation hereby (i) expressly consents to the sale, assignment and transfer of the Policy described above in Section 2(a) of this Termination Agreement, and (ii) acknowledges and agrees that the SCA Trustee shall not have any right to name a beneficiary of any part of the death benefit under the Policy.

3.           Additional Assurances.  Each party hereby agrees to execute and deliver such other instruments, documents, conveyances or assurances (including without limitation any documents reasonably required by the Insurer) and take such other actions as shall be necessary, or otherwise reasonably requested by another party, to (i) memorialize the sale, assignment and transfer of the Policy described herein, (ii) endorse to the Anderson Trusteethe right to name the beneficiary of the entirety of the death benefit under the Policy, and (iii) otherwise effectuate the intent of this Termination Agree ment.

- 4 -

4.           Entire Agreement.  This Termination Agreement contains the sole and entire agreement among the parties with respect to the matters covered hereby, and supersedes all prior discussions and agreements among the parties with respect to the subject matter hereof.

[signatures on following page]

- 5 -

IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement, as of the day and year first above written.

INTERFACE, INC.                                                                               WELLS FARGO BANK,

NATIONAL ASSOCIATION (successor

by merger to Wachovia Bank,

By:  /s/ Patrick C. Lynch                                                                     National Association),

Patrick C. Lynch                                                                                   as Trustee, and not individually, of the

Senior Vice President and                                                                   Trust Agreement dated October 17, 2005

Chief Financial Officer                                                                         for Certain Interface, Inc.

Salary Continuation Agreements

By:           /s/ Mary H. Jones                                                      

Print Name:  Mary H. Jones

Print Title:  Senior Vice President

/s/ Ray C. Anderson                                                                            /s/ Mary Anne Anderson Lanier, Trustee

Ray C. Anderson                                                                                  Mary Anne Anderson Lanier, As Trustee,

and not individually,

of The Ray Anderson 2010 Family Trust

U/A dated November 3, 2010

- 6 -

EX-99.2

CONTACT:	Daniel T. Hendrix
	President and Chief Executive Officer
	Patrick C. Lynch
	Senior Vice President and Chief Financial Officer
	(770) 437-6800
	FD
	Eric Boyriven, Jessica Greenberger
	(212) 850-5600

FOR IMMEDIATE RELEASE

Interface, Inc. Announces Receipt of Requisite Consents and

Execution of Supplemental Indentures

           Atlanta, Georgia, November 18, 2010 – Interface, Inc. (NASDAQ: IFSIA) (the “Company”) announced today the preliminary results in connection with its previously announced tender offer and consent solicitation (the “Offer”) for its 11.375% Senior Secured Notes due 2013 (CUSIP: 458665AN6) (the “11.375% Notes”) and 9.50% Senior Subordinated Notes due 2014 (CUSIP: 458665AJ5) (the “9.50% Notes”; together with the 11.375% Notes, the “Notes”; and individually, each a “series of Notes”).  As of 5:00 P.M., Eastern Time, on November 17, 2010, valid tenders and consents had been received from holders of approximately $141.9 million in aggregate principal amount of 11.375% Notes, representing appr oximately 94.6% of the outstanding 11.375% Notes, and $98.5 million in aggregate principal amount of 9.50% Notes, representing approximately 89.6% of the outstanding 9.50% Notes.

           Accordingly, the requisite majority consents to adopt the proposed amendments to the indentures governing each series of Notes have been received, and supplemental indentures to effect the proposed amendments described in the Offer to Purchase and Consent Solicitation Statement dated November 3, 2010 (the “Offer to Purchase”) have been executed.  As executed, the supplemental indentures eliminate substantially all of the restrictive covenants and certain events of default contained in the indentures governing the Notes, but do not eliminate or change certain covenants governing the Company’s obligations to make and consummate offers to purchase Notes after the consummation of certain change in co ntrol or asset sale transactions.  The amendments will become operative on the date that the Notes validly tendered in connection with the requisite consents are purchased by the Company pursuant to the Offer.  Payment is expected to be made on the date that the conditions (described in the Offer to Purchase) are met or waived.  The payment date is expected to be on or about December 3, 2010.

As a result of the execution of the supplemental indentures, tendered Notes and consents may no longer be withdrawn or revoked, except in the limited circumstances described in the Offer to Purchase.

- 1 -

           The Offer remains open and is scheduled to expire at 11:59 P.M., Eastern Time, on December 2, 2010, unless extended or earlier terminated (the “Expiration Time”).  Holders of Notes and consents validly tendered prior to the Expiration Time will receive the offer consideration for such Notes, but will not receive an early tender payment.  Completion of the Offer is subject to satisfaction or waiver by the Company of a number of conditions, as described in the Offer to Purchase, including a financing condition.

           The complete terms and conditions of the tender offer are described in the Offer to Purchase, copies of which may be obtained by contacting Global Bondholder Services Corporation as Information Agent at 866-470-3800 (U.S. toll-free) or (212) 430-3774.  The Company has engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC to serve as Dealer Managers for the tender offer.  Questions regarding the tender offer and consent solicitation may be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (U.S. toll-free) or (980) 388-9217, Citigroup Global Markets Inc. at (800) 558-3745 (U.S. toll-free) or (212) 723-6106 and Wells Fargo Securities, LLC at (866) 3 09-6316 (U.S. toll-free) or (704) 715-8341.

None of the Company, the Dealer Managers or the Information Agent make any recommendations as to whether holders should tender their Notes pursuant to the Offer or consent to the proposed indenture amendments, and no one has been authorized by any of them to make such recommendations.  Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.

This press release does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to, any Notes or other securities, nor shall there be any purchase of Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.  The tender offer and consent solicitation is being made solely by the Offer to Purchase.

           Interface, Inc. is the world's largest manufacturer of modular carpet, which it markets under the InterfaceFLOR®, FLOR™, Heuga® and Bentley Prince Street® brands, and, through its Bentley Prince Street brand, enjoys a leading position in the designer quality segment of the broadloom carpet market. The Company is committed to the goal of sustainability and doing business in ways that minimize the impact on the environment while enhancing shareholder value.

- 2 -

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the other matters set forth in this news release are forward-looking statements.  The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including 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 January 3, 2010, which discussion is incorporated herein by this reference, including, but not limited to, the discussion of specific risks and uncertainties under the headings “Sales of our principal products have been and may continue to be affected by adverse economic cycles in the renovation and construction of commercial and institutional buildings,” “The ongoing worldwide financial and credit crisis could have a material adverse effect on our business, financial condition and results of operations,” “We compete with a large number of manufacturers in the highly competitive commercial floorcovering products market, and some of these competitors have greater financial resources than we do,” “Our success depends significantly upon the efforts, abilities and continued service of our senior management executives and our principal design consultant, and our loss of any of them could affect us adversely,” “Our substantial internat ional operations are subject to various political, economic and other uncertainties that could adversely affect our business results, including by restrictive taxation or other government regulation and by foreign currency fluctuations,” “Large increases in the cost of petroleum-based raw materials could adversely affect us if we are unable to pass these cost increases through to our customers,” “Unanticipated termination or interruption of any of our arrangements with our primary third party suppliers of synthetic fiber could have a material adverse effect on us,” “We have a significant amount of indebtedness, which could have important negative consequences to us,” “The market price of our common stock has been volatile and the value of your investment may decline,” “Our earnings in a future period could be adversely affected by non-cash adjustments to goodwill, if a future test of goodwill assets indicates a material impairment of those assets,&# 8221; “Our Chairman currently has sufficient voting power to elect a majority of our Board of Directors,” and “Our Rights Agreement could discourage tender offers or other transactions for our stock that could result in shareholders receiving a premium over the market price for our stock.”  Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.  The Company assumes no responsibility to update or revise forward-looking statements made in this press release and cautions readers not to place undue reliance on any such forward-looking statements.

#  #  #

- 3 -

EX-99.3

CONTACT:	Daniel T. Hendrix
	President and Chief Executive Officer
	Patrick C. Lynch
	Senior Vice President and Chief Financial Officer
	(770) 437-6800
	FD
	Eric Boyriven, Jessica Greenberger
	(212) 850-5600

FOR IMMEDIATE RELEASE

Interface Announces Proposed Offering of Senior Notes

ATLANTA, Georgia, November 18, 2010 – Interface, Inc. (Nasdaq: IFSIA) (the “Company”), the world’s largest manufacturer of modular carpet, today announced that it has commenced a private offering of $275,000,000 aggregate principal amount of senior notes due 2018.The net proceeds from the sale of the notes will be used in connection with the repurchase, repayment or other discharge of all or substantially all of the Company’s $150,000,000 aggregate principal amount of outstanding 11.375% Senior Secured Notes due 2013 and $110,000,000 aggregate principal amount of outstanding 9.50% Senior Subordinated Notes due 2014, for which the Company is conducting a tender offer that commenced on November 3, 2 010 and is scheduled to expire at 11:59 P.M., Eastern Time, on December 2, 2010, unless extended by the Company.

The notes are being sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in reliance on Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities laws. Therefore, the notes may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is issued pursuant to and in accordance with Rule 135c under the Securities Act.

Interface, Inc. is the world’s largest manufacturer of modular carpet, which it markets under the InterfaceFLOR®, FLOR™, Heuga® and Bentley Prince Street® brands, and, through its Bentley Prince Street brand, enjoys a leading position in the designer quality segment of the broadloom carpet market. The Company is committed to the goal of sustainability and doing business in ways that minimize the impact on the environment while enhancing shareholder value.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the other matters set forth in this news release are forward-looking statements.  The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including 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 January 3, 2010, which discussion is incorporated herein by this reference, including, but not limited to, the discussion of specific risks and uncertainties under the headings “Sales of our principal products have been and may continue to be affected by adverse economic cycles in the renovation and construction of commercial and institutional buildings,” “The ongoing worldwide financial and credit crisis could have a material adverse effect on our business, financial condition and results of operations,” “We compete with a large number of manufacturers in the highly competitive commercial floorcovering products market, and some of these competitors have greater financial resources than we do,” “Our success depends significantly upon the efforts, abilities and continued service of our senior management executives and our principal design consultant, and our loss of any of them could affect us adversely,” “Our substantial interna tional operations are subject to various political, economic and other uncertainties that could adversely affect our business results, including by restrictive taxation or other government regulation and by foreign currency fluctuations,” “Large increases in the cost of petroleum-based raw materials could adversely affect us if we are unable to pass these cost increases through to our customers,” “Unanticipated termination or interruption of any of our arrangements with our primary third party suppliers of synthetic fiber could have a material adverse effect on us,” “We have a significant amount of indebtedness, which could have important negative consequences to us,” “The market price of our common stock has been volatile and the value of your investment may decline,” “Our earnings in a future period could be adversely affected by non-cash adjustments to goodwill, if a future test of goodwill assets indicates a material impairment of those assets,& #8221; “Our Chairman currently has sufficient voting power to elect a majority of our Board of Directors,” and “Our Rights Agreement could discourage tender offers or other transactions for our stock that could result in shareholders receiving a premium over the market price for our stock.”  Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.  The Company assumes no responsibility to update or revise forward-looking statements made in this press release and cautions readers not to place undue reliance on any such forward-looking statements.

# # #

EX-99.4

2

This presentation contains forward-looking statements, including, in particular, statements about Interface’s
plans, strategies and prospects. These are based on the Company’s current assumptions, expectations and
projections about future events.

Although Interface believes that the expectations reflected in these forward-looking statements are
reasonable, the Company can give no assurance that these expectations will prove to be correct or that
savings or other benefits anticipated in the forward-looking statements will be achieved. Important factors,
some of which may be beyond the Company’s control, that could cause actual results to differ materially from
management’s expectations are discussed under the heading “Risk Factors” included in Item 1A of the
Company’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission,
which discussion is hereby incorporated by reference. Forward-looking statements speak only as of the date
made. The Company assumes no responsibility to update or revise forward-looking statements and cautions
listeners and conference attendees not to place undue reliance on any such statements.

Forward Looking Statements

3

Transaction Overview: Summary of Indicative Terms

Issuer:	Interface, Inc (the “Issuer”)
Issue:	$275,000,000 of Senior Unsecured Notes
Guarantors:	All existing and future material U.S. subsidiaries of the Issuer
Maturity:	8 years (2018)
Optional Redemption:	Non Call 4; Except that for the first 4 years, up to 10% of the Notes may be redeemed during each 12-month period at 103% of par plus accrued interest
Ranking:	Pari passu with all current and future senior unsecured obligations of Interface, and senior to any subordinated obligations
Security:	None
Equity Clawback:	For the first three years, up to 35% of the Notes may be redeemed with the proceeds of an equity issuance at par plus the coupon
Change of Control:	101% of par plus accrued interest
Covenants:	Similar to existing 11.375% Notes
Distribution:	144A with Reg Rights

4

Daniel Hendrix

§President and Chief Executive Officer

Patrick Lynch

§Senior Vice President and Chief Financial Officer

Presenters

5

Transaction Overview: Sources and Uses

(1)Assumes 100% Early Tender for Senior Secured Notes at 123

(2)Assumes 100% Early Tender for Senior Subordinated Notes at 103

§Interface intends to issue $275 million principal amount of Senior Notes

§The proceeds from the Notes offering, along with existing cash, will be used to refinance the Company’s existing
Senior Secured Notes due 2013 and Senior Subordinated Notes due 2014

§The transaction will extend the Company’s maturity profile, preserve capital structure flexibility, and provide a
source of capital while reducing overall cost of capital

New Senior Notes

275.0

Tender of Senior Secured Notes

184.5

Cash

28.3

Tender of Subordinated Notes

113.3

Fees and Expenses

Total Sources

$303.3

Total Uses

$303.3

Sources & Uses

($ in millions)

New Senior Notes

275.0

Tender of Senior Secured Notes

184.5

Cash

28.3

(2)

113.3

Fees and Expenses

Total Sources

$303.3

Total Uses

$303.3

6

Transaction Overview: Pro Forma Capitalization

(1)Assumes a last twelve month September 30, 2010 Adjusted EBITDA of $112.1 million (see the Appendix for a reconciliation of Adjusted EBITDA to Operating Income.)

Capitalization

As of

As Adjusted

Maturity

10/3/10

EBITDAx

(1)

Adjustments

10/3/10

EBITDAx

(1)

Cash

$80.9

($28.3)

$52.6

ABL Revolver ($100.0)

Dec-2012

0.0

European Revolver (€20.0)

0.0

Senior Secured Notes

Nov-2013

150.0

(150.0)

Total Secured Debt

$150.0

1.3x

$0.0

0.0x

New Senior Notes

Feb-2014

0.0

275.0

Senior Subordinated Notes

110.0

(110.0)

2.5x

Total Debt

2.3x

$275.0

2.5x

Market Value of Equity

998.3

998.3

Total Capitalization

$1,258.3

$1,273.3

Credit Statistics:

Total Secured Debt/EBITDA

1.3x

0.0x

Total Debt/EBITDA

2.3x

2.5x

$260.0

7

§Interface’s global sales and marketing capabilities have created significant growth in
emerging markets which will experience growth faster than developed countries.

§Interface is creating a consumer brand (FLOR) as modular carpet is moving from a
concept to awareness for the home.

§Interface is leading the secular shift to modular carpet as it moves from a niche to a
category with the leading global market share.

§Interface is the largest global manufacturerof modular carpet with a presence on four
continents (United States, England, Holland, Ireland, Thailand, China, Australia).

§Interface has established diversified end markets including emerging markets, non-
office commercial markets, and consumer representing nearly 55% of the overall
business.

§Interface is the recognized thought leader in sustainability - the marketplace is
rewarding our leading position.

Investment Highlights

8

Interface Brands - Most Recognized in the Industry

9

Assessing Global Growth Momentum

(Figures based on industrial production, real retail sales, merchandise exports, and purchasing managers index (PMI). Some of the ratings—particularly for recent months—are based on both actual data
as well as projections of the underlying variables)

Market Outlook: Global Growth Momentum

10

Architecture Billings Index (U.S.)

(Index: 50 = no change from previous month)

§The Architecture Billings Index indicated growth in
design activity for the first time since January 2008,
coming in at 50.4 in September 2010.

§There has been a strong upturn in the design activity
in the commercial and industrial sectors and the AIA
new projects inquiry index also rose sharply in
September, reaching its highest mark since July
2007.

§While commercial repair & maintenance construction
saw a significant correction in Q2 2010, new
commercial construction output in the UK
rebounded, resulting in a 9% increase in total
commercial construction* compared to the first
quarter.

§July and August results indicate that both segments
will see strong quarter- over-quarter improvements in
Q3 2010.

UK Commercial Construction Output*

Positive

(₤ in billions)

New Work

Repair & Maintenance

Source: Office for National Statistics

* Commercial Construction equals Total Construction less Housing and Infrastructure

Market Outlook: Global Leading Indicators

11

(year-over-year change in trailing-twelve-month orders)

Interface U.S. Orders Received vs. BIFMA Orders

Interface
rebounding
faster than
industry

Market Outlook: Interface Continues to Outperform the Office Furniture
Industry

12

Leadership Position in Sustainability

Global Marketing Capabilities

Global Make-to-Order Manufacturing and Local Distribution

Rapid Innovation and Designs

Customer Intimacy

Invest in the Growth
of Emerging Markets

Growa

Consumer Brand

Diversify

End Use

Markets

Maintain Leading
Share in the

Office Market

§Establish our position as
the leader in modular
carpet for the home

§Drive sales through direct
channels

§Drive growth of carpet tile
market in China with local
manufacturing presence

§Invest in growth in Latin
America, Eastern Europe,
Middle East, Africa and
Indo-China

§Gain share in commercial
non-office segments

§Establish “main street”
commercial presence in
the U.S. and Australia

§Pursue the airline
transportation segment in
the U.S.

§Capture opportunity as
the office market
rebounds

§Gain share in European
carpet tile market

Lead the Secular Shift of Modular Carpet

Reduce the Cyclical Nature of our Business

Interface Strategy: Be the Global Category Leader for Modular Carpet

13

1.Creative DESIGN freedom

2.NO glue, NO pad

3.LOWER COST to change

4.Produces LESS WASTE

5.FASTER and more PROFITABLE
INSTALLATION for contractors

6.Easier to RECONFIGURE and
MAINTAIN

7.Easily RECYCLED and
REPURPOSED

2010 Floor Focus U.S. Top 250 Design Survey: Hot Products

Benefits of Modular

Secular Shift

Source: 2010 Floor Focus Top 250 Design Survey (U.S. Market)

Modular Carpet is Moving from a Niche to a Category for
Commercial Flooring

EASY

REPAIRS

15

Long-Term Strategy Has Been to Focus on Organic Growth of
Modular Carpet

Sales by Business Type

Divested
Raised Access
Flooring

Divested
European
Fabrics

Divested

N. American

Fabrics

Divested

European

Broadloom

Divested
Installation &
Maintenance

Divested

Vinyl

Matting

Divested $500M in Revenue Base and

Replaced with Organic Modular Sales

40%

93%

Secular Shift

16

Functionality and Design Create a Secular Shift in Modular
Carpet From a Niche to a Category

Pioneering Stage

Functionality Stage

Secular Shift

2009 Total U.S. Specified

Commercial Carpet Market = $2.3B

Liberation of Design

2020P Total U.S. Specified

Commercial Carpet Market = $4.3B

3% CAGR

(stable growth)

2009

34% Penetration

2020P

65% Penetration

($ in millions)

What if modular
carpet reached
65% market share
of the commercial
market by 2020?

2004

26% Penetration

($ in millions)

Source:Invista, Floor Focus, Carpet and Rug Institute, Catalina Research Inc., U.S. Flooring Forecast and management estimates

2012P Total U.S. Specified

Commercial Carpet Market = $3.5B

10% CAGR

(market
recovery)

Carpet Tile Share of U.S. Commercial Carpet Market

Secular Shift

17

Carpet Tile Penetration of European Contract Soft Flooring Market

European Market Opportunity

(millions of square meters)

(Billions of square meters)

Significant

Opportunity

65%

Target

Penetration

8%

44%

24%

42%

24%

30%

23%

Carpet Tile

Broadloom and Other Soft Flooring

Source:BMW Associates and management estimates

23%

Total

Europe

Secular Shift

18

Carpet Tile Penetration of the Asia-Pacific Contract Soft Flooring Market

Asia-Pacific Market Opportunity

(millions of square meters)

28%

($ in millions)

25%

Carpet Tile

Broadloom and Other Soft Flooring

Source:BMW Associates and management estimates

65%

Target

Penetration

Significant

Opportunity

Secular Shift

19

Americas

Europe & MEAI

Australia/NZ

Source:BMW Associates and management estimates

§Interface has significant market presence
in key major markets

§Interface has manufacturing, sales &
marketing support on four continents

Secular Shift

20

Segmented Market Approach

Diversified End Use Markets

Growth

Platforms

21

Diversify End Use Markets

Growth

Platforms

Mature Office Market

Non-Office Commercial Segments

Emerging Markets

Consumer

2003

2009

TARGET

22

Interface Percentage Renovation vs. New Construction*

§Commercial renovation typically follows a 7-9 year cycle

§There is currently a lot of pent-up demand in commercial renovation, particularly in office space

New Construction

Renovation

Growth

Platforms

Source:Management estimates

Majority of Interface’s Business is Driven by Renovation
and Refurbishment vs. New Construction

23

Capture the Rebound in the Corporate Office Segment

Growth

Platforms

Modular Mature Corporate Office Sales

Excludes Latin America, Eastern Europe, Russia, Middle East, Africa, India and NE Asia

U.S. Office Construction Starts

§The timing of the recovery in the U.S. Nonresidential
Construction market has been pushed back a few
quarters - construction starts have stabilized at a low
level, but not yet reached the point of expansion.

§McGraw Hill forecasts for U.S. Office Construction
were also revised downward in Q3 2010 with 2010
office construction starts expected to have another
year of double digit declines, falling 23% in 2010
versus 2009.

($ in Billions)

Source:McGraw-Hill

23%

28%

18%

5%

11%

Continues to
improve

Revised

down In Q3

24

Strong Growth from Non-Corporate Segments

Modular Non-Office Commercial Sales

Non-Office Commercial Sales by Segment

Growth

Platforms

(FYE 2009)

15%

14%

4%

10%

8%

Continues to
improve

25

New Segment Opportunities - Main Street Commercial

Main Street Commercial Market

U.S. Commercial Carpet Market

($ in billions)

Main Street Commercial

Contract Commercial

$3.0B

Growth

Platforms

§Access to secondary Contract and Main
Street commercial markets in smaller rural
and suburban areas

§Broadened reach in primary markets
beyond specified market

§$50-$100M Interface opportunity

Opportunity

Bravo Network

§InterfaceFLOR has an arrangement with the
Bravo Network to distribute an exclusive
collection of InterfaceFLOR carpet tile

§Bravo is a nationwide distribution logistics
entity composed of 13 independent flooring
distributors providing coast-to-coast sales
and service

§Already received two re-stocking orders from
Bravo after launching this program in late
May

26

New Segment Opportunities -Airline Transportation

§Single tile replace-ability

§Longer life construction

§Highest standards of Smoke Toxicity with Nylon

§Lighter weight than current carpet options

§Quick replacement - no “out of service” time
required

§Recycled after use by manufacturer

Benefits of Modular for Transportation

Southwest Airlines Green Plane

§Pilot project serving as a test for new
environmentally responsible materials

§InterfaceFLOR, in collaboration with Boeing,
designed a carpet tile to meet Federal Aviation
requirements and Southwest’s environmental
expectations

§First ever modular carpet product used for the
airline industry

Growth

Platforms

~$400M

Airline
Opportunity

27

New Segment Opportunities -Maritime Transport

§Fusion bonded printed carpet tile for the
Cruise and Shipping industry

§80% Wool 20% Nylon Pile

§IMO (International Maritime Organization)
certified

§First ever ‘free lay’ carpet tile to meet the
flammability standard

§245 Cruise ships currently in service globally

§Annual refurbishment estimated at
5,500,000 m2

Cruise and Shipping Industry Products

Growth

Platforms

~$150M

Cruise Ship

Opportunity

28

Invest in Emerging Markets

Growth

Platforms

Interface Target Emerging Markets

§Central America

§South America

§Eastern Europe

§Russia

§Middle East

§Africa

§India

§China

§Vietnam

§Cambodia

§Indonesia

§Philippines

Emerging Market Sales

38%

10%

31%

31%

16%

Continues to
improve

29

Invest in Emerging Markets: Establishing Local Manufacturing
in High Growth China Market

Growth

Platforms

InterfaceFLOR Taicang Facility

§Applied for LEED Gold certification for Office and
Customer spaces

§Full manufacturing operations are scheduled to go
live in fourth quarter 2010.

§Greater access to Local customers -
reduced exposure to Multi-National
Corporations

§Improved service speed

§“Made in China”

§Leading with our strengths

-Design Flexibility & Responsiveness

-Local Sustainability Position

§Non-office segment opportunities in
Institutional and Hospitality

§Future opportunity to capitalize on
urbanization of population

Benefits of China Manufacturing Plant

30

InterfaceFLOR China Facility

Growth

Platforms

Showroom

Canteen and Showroom Exterior Overlooking Factory Floor

31

Our China Business Has Reduced Its Exposure to Multi-
National Corporations as a Result of the Downturn

Growth

Platforms

China Sales: Multi-National vs. Local Business

32

FLOR is…

§ A new way to think about floor covering

§ A new kind of customer experience

§ A new way to design for your life

§ A new standard in environmentally
responsible residential design

Grow a Consumer Brand: Modular Goes in the Home

Growth

Platforms

33

2010 catalog, online and in-store experiences bring the proposition to life for consumers

Grow a Consumer Brand: FLOR Connects Directly with
Consumers

Growth

Platforms

34

FLOR Sales by Channel

Grow a Consumer Brand: FLOR is Creating a Category:
“Modular Carpet for the Home”

%Direct Sales
Percent of Total

75%

77%

88%

90% of FLOR

sales are

generated Online
and via Catalog

90%

Growth

Platforms

35

Grow a Consumer Brand: FLOR Store Opened

§First store opened in Chicago in June 2009

§Second store opened in Santa Monica in October 2010

§Opportunity to interact with the customer about the modular
concept, design and sustainability

§8x10 grid allowing visitors to bring design ideas to life

§Exploring opportunities for future stores

FLOR Store Highlights

Growth

Platforms

Chicago

store

Santa Monica

store

36

Global Manufacturing Capabilities and Local Distribution

Value Drivers

City of

California

Holland

Yorkshire
, England

Picton,
Australia

Current Manufacturing Facility

Americas

Sales58%

Production51%

Employees54%

Note: Figures represent FYE 2009

Shanghai, China

Future Manufacturing Facility

Uruguay

(commissioned
)

India

LaGrange,
Georgia

Europe & MEAI

Sales30%

Production34%

Employees27%

Asia-Pacific

Sales12%

Production15%

Employees19%

37

1.Increases speed to market

2.Promotes innovation

3.Offers unique custom product
capabilities

4.Supports a constant flow of new products

5.Offers sales force the opportunity to visit
the customer with new products

6.Decreases lead time to customers

7.Increases inventory turns

The Made-to-Order Advantage

Interface Modular Percentage Make-to-Order

Interface is the ONLY company with a “make-to-order” approach to the market

75% TARGET Level

Note: Figures represent FYE 2009

Value Drivers

Strong Competitive Advantage Through Make-to-Order
Philosophy

38

Corporate Office

Value Drivers

39

Retail

Value Drivers

40

Colleges & Universities

Value Drivers

41

K-12 Education

Value Drivers

42

Healthcare

Value Drivers

43

Government & Public Spaces

Value Drivers

44

Hospitality

Value Drivers

45

Interface is a Recognized Leader in Sustainability

GlobeScan Corporate Sustainability Leaders 2009

Floor Focus Green Leaders 2010

Unprompted, Combined Mentions 2009

Value Drivers

Source: 2010 Floor Focus Top 250 Design Survey (U.S. Market)

Source: The Sustainability Survey from GlobeScan

§i2 Design Platform - biomimicry inspired
random carpet tile patent

§TacTiles - no glue installation

§Cool Blue - 100% recycled backing process

§Cool Carpet - climate neutral product

§ReEntry 2.0 - carpet reclamation and
recycling program

§Convert - post-consumer recycled content
product platform

§Southwest Green Plane - pilot project
testing new environmentally responsible
materials for airplanes

Sustainability-Focused Innovation

46

Green Building Trends

Value Drivers

Firm Involvement in Green Building

(% of firms)

Top 5 Sectors for Green Building Growth (Globally)

§Refurbishment/Retrofit

-Shift away from new construction to energy
efficient refurbishment

§Green New Construction

-Highest level of activity currently in North
Americaand Europe

-Asia is fastest growing green construction
market

-South America and MEA lagging in green
building

§Green Building Standards

-Moving beyond LEED - focus on High
Performance Buildings

-Ecological performance standards -Natural
systems determining development and building
standards

Green Building Trends

Source: McGraw Hill Construction

Source: McGraw Hill Construction

47

ReEntry and Recycled Content

Value Drivers

§Reclaiming both Interface and competitor carpet tile
and broadloom, sorting & separating

§Access to recycled N6 and N6,6 face fiber, boosting
post consumer recycled content in our products

§Diverted 200 million pounds of materials from
landfills from 1995-2009

200m pounds of

carpet diverted

Recycled Content

§Increasing use of recycled and biobased raw
materials

§36% of total raw materials used are recycled or
biobased content

§Includes yarn, substrate and carpet backing as well
as shipping and packaging supplies

ReEntry Program - Cumulative Carpet Diverted from Landfill

(millions of lbs)

Recycled and Biobased Raw Materials Used at Carpet
Manufacturing Facilities (percent of total raw materials used)

36%
Recycled and
Biobased
Raw
Materials

48

EcoMetrics Results

Value Drivers

Waste Sent to Landfills from Carpet Manufacturing Facilities

(millions of lbs)

Net Greenhouse Gas Emissions

(metric tons of CO2)

Actual emissions

down 44%

from baseline

Energy from Renewable Resources at Carpet Manufacturing
Facilities (percent of total energy use)

28% Green electricity

2% Landfill gas

Total Energy Use at Carpet Manufacturing Facilities

(Btus per square yard)

Interface, Inc. Financials

50

Consolidated Financial Results

Net Sales and Adjusted EBITDA

(Continuing Operations)*

* See the Appendix for a reconciliation of Adjusted EBITDA

($ in millions)

51

Quarterly Results

Q3 Comparison

($ in millions)

52

Interface Financial Results from Continuing Operations

Net Sales

Gross Profit

($ in millions)

53

Interface Financial Results from Continuing Operations

SG&A Expense

Adjusted Operating Income*

($ in millions)

($ in millions)

(1)Reported Operating Income of $57.1M in 2009 excludes Income from Litigation Settlements of $5.9M

* See the Appendix for a reconciliation of Adjusted Operating Income

Reported Operating Income

Restructuring Charges

Loss on Disposal ($1.9m)

Operating Income % of Net Sales

Goodwill Impairment

(1)

$40.6

$41.7

$57.1

$83.4

54

Interface Financial Results from Continuing Operations

Adjusted Diluted Earnings Per Share (Continuing Operations)*

* See the Appendix for a reconciliation of Adjusted Diluted Earnings Per Share from Continuing Operations

55

Key Leverage Statistics

Ending Cash Balance

Net Debt*

* See the Appendix for a reconciliation of Net Debt and Adjusted EBITDA

56

Appendix: Reconciliation of Non-GAAP Financial Measures