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):            February 15, 2005

INTERFACE, INC.

(Exact name of Registrant as Specified in its Charter)

Georgia	000-12016	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):

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

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

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

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

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 15, 2005, Interface Global Company ApS (a wholly-owned, indirect subsidiary of the Company) executed and delivered supplemental indentures relating to, and also became a guarantor under, the Company’s 7.3% senior notes due 2008, 10.375% senior notes due 2010, and 9.5% senior subordinated notes due 2014. Copies of the supplemental indentures, each of which is dated as of January 10, 2005, are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)           Financial Statements of Businesses Acquired.

None.

(b)          Pro Forma Financial Information.

None.

(c)          Exhibits.

Exhibit No.	Description
99.1	Supplement No. 3 to the Indenture governing the Company’s 7.3% senior notes due 2008, dated as of January 10, 2005.
99.2	Third Supplemental Indenture related to the Indenture governing the Company’s 10.375% senior notes due 2010, dated as of January 10, 2005.
99.3	First Supplemental Indenture related to the Indenture governing the Company’s 9.5% senior subordinated notes due 2014, dated as of January 10, 2005.

- 2 - -

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
	Vice President and Chief Financial Officer

Date:  February 15, 2005

- 3 - -

EXHIBIT INDEX

Exhibit No.	Description
99.1		Supplement No. 3 to the Indenture governing the Company’s 7.3% senior notes due 2008, dated as of January 10, 2005.
99.2		Third Supplemental Indenture related to the Indenture governing the Company’s 10.375% senior notes due 2010, dated as of January 10, 2005.
99.3		First Supplemental Indenture related to the Indenture governing the Company’s 9.5% senior subordinated notes due 2014, dated as of January 10, 2005.

- 4 - -

EX-99.1

Exhibit 99.1

                                SUPPLEMENT NO. 3
                                       TO
                                    INDENTURE


        THIS SUPPLEMENT NO.3 TO INDENTURE (this "SUPPLEMENT"), dated as of
January 10, 2005, among Interface Global Company, AsP, a corporation dually
incorporated under the laws of Denmark and the State of Delaware (the
"ADDITIONAL GUARANTOR") and Wachovia Bank, National Association (formerly known
as First Union National Bank), as trustee under the Indenture defined below (the
"TRUSTEE").

                              W I T N E S S E T H:

        WHEREAS, Interface, Inc., a Georgia corporation (the "COMPANY"), the
Trustee, and the other signatories thereto, are party to that certain Senior
Indenture, dated as of April 3, 1998, relating to $150,000,000 in initial
aggregate principal amount of the Company's 7.30 % Senior Notes due 2008 and the
Company's 7.30 % Series B Senior Notes due 2008 (the "INDENTURE"); and

        WHEREAS, in accordance with Sections 14.3(a) and 4.9 of the Indenture
the signatory hereto, other than the Trustee, desires to supplement the
Indenture for purposes of becoming a "Guarantor" of the Securities and the
Indenture, subject to and in accordance with the terms of the Indenture,
including without limitation, Article Fourteen of the Indenture;

        NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Additional Guarantor covenants and agrees as follows for the
benefit of each other party to this Supplement and to the Indenture and for the
equal and ratable benefit of the Holders of the Securities:

1.      DEFINED TERMS

        Capitalized terms used but not otherwise defined are used herein with
the meaning specified for such terms in the Indenture.

2.      ADDITIONAL GUARANTOR

        The Additional Guarantor agrees that it shall be and become a Guarantor
for all purposes of the Indenture and the Securities issued pursuant thereto and
in accordance therewith and shall be fully liable thereunder and therefor,
subject to the provisions of Article Fourteen of the Indenture, to each Holder
of a Security authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Securities, or the obligations of the Company or any other
Guarantors to the Holders or the Trustee hereunder or thereunder to the extent
and with the same effect as though the Additional Guarantor had been one of the
Guarantors originally executing and delivering the Indenture and the Guarantee.
All references in the Indenture and each Security to "Guarantors" or any
"Guarantor" shall be deemed to include and to refer to the Additional Guarantor.



3.      GUARANTEE

        In furtherance of the foregoing and not in limitation thereof, and for
value received, the undersigned Additional Guarantor hereby jointly, severally
and unconditionally guarantees to the Holder of a Security the payments of
principal of, premium, if any, and interest on, each Security in the amounts and
at the time when due, and interest on the overdue principal, premium, if any,
and interest, if any, of a Security and the payment or performance of all other
obligations of the Company under the Indenture or the Securities, to each Holder
of a Security and the Trustee, all in accordance with and subject to the terms
and limitations of each Security, Article Fourteen of the Indenture, and the
Guarantee (of which the Guarantee set forth in this Section 3 of this Supplement
shall be, and shall be deemed to be, a part). The validity and enforceability of
the Guarantee set forth in this Section 3 of this Supplement shall not be
affected by the fact that it is not affixed to any Security or all of the
Securities.

        The obligations of the undersigned Additional Guarantor to the Holders
of Securities and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article Fourteen of the Indenture, and reference is
hereby made to the Indenture for the precise terms of the Guarantee and all of
the other provisions of the Indenture to which this Guarantee relates. Each
Holder of a Security, by accepting the same, agrees to be and shall be bound by
such provisions.

        Notwithstanding anything in the Indenture or Supplemental to the
contrary, in relation to the Additional Guarantor as a corporation that is
incorporated under the laws of the Kingdom of Denmark as well as under the laws
of the State of Delaware, all obligations of Additional Guarantor under the
Indenture (as supplemented hereby) shall be limited if and to the extent
required to comply with Danish statutory provisions on unlawful financial
assistance, Sections 49(1) and (2) and Sections 50(1) and (2) of the Danish Act
on Private Limited Companies (Anpartsselskabsloven), and accordingly shall not
be construed as an indemnity for, guarantee of, or security for any of the
obligations of Additional Guarantor's direct parent corporation, Interface
Overseas Holdings, Inc. ("OVERSEAS HOLDINGS"), which is also a Guarantor under
the Indenture, so long as Overseas Holdings remains a Non-Qualifying Parent
Company of Additional Guarantor. A "Non-Qualifying Parent Company" shall mean a
company that is a direct parent company of an entity organized under the laws of
Denmark, which direct parent is not organized under the laws any of the member
states of the European Union or the European Economic Area but is an entity to
which the First Council Directive 60/151/EEC of March 9, 1968 is attributable.

        This Guarantee is subject to release upon the terms set forth in the
Indenture.

4.      DUPLICATE ORIGINALS

        The parties may sign any number of copies of this Supplement. Each
signed copy shall be an original, but all such executed copies together
represent the same agreement.

5.      GOVERNING LAW

        The laws of the State of New York shall govern this Supplement and the
Guarantee set forth herein. The Additional Guarantor agrees to submit to the
jurisdiction of the courts of the

                                       2


State of New York in any action or proceeding arising out of or relating to the
Indenture, this Supplement, the Guarantee, or the Securities.

                         [SIGNATURES ON FOLLOWING PAGE]














                                       3


        IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                            ADDITIONAL GUARANTORS:

                                            INTERFACE GLOBAL COMPANY, ASP,
                                            as a Guarantor


                                            By: /s/ Raymond S. Willoch
                                               ---------------------------------
                                               Name: Raymond S. Willoch
                                               Title: Senior Vice President


                                            TRUSTEE:

                                            Wachovia Bank, National Association


                                            By: /s/ Sabrina Fuller
                                               ---------------------------------
                                               Name: Sabrina Fuller
                                               Title: Vice President





                                       4

EX-99.2

Exhibit 99.2


                          THIRD SUPPLEMENTAL INDENTURE

        This Third Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated
as of the 10th day of January, 2005, among Interface Global Company, ApS, a
corporation dually incorporated under the laws of Denmark and the State of
Delaware (the "GUARANTEEING SUBSIDIARY"), a Subsidiary of Interface, Inc. (or
its permitted successor), a Georgia corporation (the "COMPANY"), the Company,
the Guarantors (as defined in the Indenture referred to herein) and Wachovia
Bank, National Association (formerly known as First Union National Bank), as
trustee under the Indenture referred to below (the "TRUSTEE").


                               W I T N E S S E T H

        WHEREAS, the Company and the Guarantors party thereto heretofore
executed and delivered to the Trustee an indenture (the "INDENTURE"), dated as
of January 17, 2002 providing for the issuance of 10.375% Senior Notes due 2010
(the "NOTES");

        WHEREAS, the Indenture provides that under certain circumstances a
subsidiary which becomes a guarantor of any Indebtedness shall, and other
Subsidiaries may, execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
all of the Company's Obligations under the Notes and the Indenture on the terms
and conditions set forth herein (the "GUARANTEE"); and

        WHEREAS, pursuant to SECTION 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

        NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:


Section 1.      CAPITALIZED TERMS.

        Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.

Section 2.      AGREEMENT TO GUARANTEE.

        The Guaranteeing Subsidiary signatory hereto hereby agrees as follows:

                (a)     Along with all other Guarantors, to jointly and
severally Guarantee to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of the Indenture, the Notes or the obligations of
the Company hereunder or thereunder, that:

                                       1


                        (i)     The principal of, premium, if any, and interest
                (including any Special Interest), on the Notes will be promptly
                paid in full when due, whether at maturity, by acceleration,
                redemption or otherwise, and interest on the overdue principal,
                premium, if any, of and interest on the Notes, if any, if
                lawful, and all other obligations of the Company to the Holders
                or the Trustee hereunder or thereunder will be promptly paid in
                full or performed, all in accordance with the terms hereof and
                thereof.

                        (ii)    In case of any extension of time of payment or
                renewal of any Notes or any of such other obligations, that same
                will be promptly paid in full when due or performed in
                accordance with the terms of the extension or renewal, whether
                at stated maturity, by acceleration or otherwise. Failing
                payment when due of any amount so guaranteed or any performance
                so guaranteed for whatever reason, the Guarantors shall be
                jointly and severally obligated to pay the same immediately.

                (b)     The obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.

                (c)     Notwithstanding anything in the Indenture or
Supplemental Indenture to the contrary, in relation to the Guaranteeing
Subsidiary as a corporation that is incorporated under the laws of the Kingdom
of Denmark as well as under the laws of the State of Delaware, all obligations
of Guaranteeing Subsidiary under the Indenture (as supplemented hereby) shall be
limited if and to the extent required to comply with Danish statutory provisions
on unlawful financial assistance, Sections 49(1) and (2) and Sections 50(1) and
(2) of the Danish Act on Private Limited Companies (Anpartsselskabsloven), and
accordingly shall not be construed as an indemnity for, guarantee of, or
security for any of the obligations of Guaranteeing Subsidiary's direct parent
corporation, Interface Overseas Holdings, Inc. ("OVERSEAS HOLDINGS"), which is
also a Guarantor under the Indenture, so long as Overseas Holdings remains a
Non-Qualifying Parent Company of Guaranteeing Subsidiary. A "Non-Qualifying
Parent Company" shall mean a company that is a direct parent company of an
entity organized under the laws of Denmark, which direct parent is not organized
under the laws any of the member states of the European Union or the European
Economic Area but is an entity to which the First Council Directive 60/151/EEC
of March 9, 1968 is attributable.

                (d)     The following is hereby waived: diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever.

                (e)     This Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and the
Indenture.

                                       2


                (f)     If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors, or any custodian, Trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

                (g)     The Guaranteeing Subsidiary signatory hereto shall not
be entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.

                (h)     As between the Guarantors, including the Guarantor
Subsidiary signatory hereto, on the one hand, and the Holders and the Trustee,
on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in ARTICLE 6 of the Indenture for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such obligations as provided in
ARTICLE 6 of the Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guaranteeing Subsidiary for the
purpose of this Guarantee.

                (i)     The Guaranteeing Subsidiary shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantee.

                (j)     Pursuant to SECTION 10.02 of the Indenture, after giving
effect to any maximum amount and any other contingent and fixed liabilities that
are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
after giving effect to any collections from the Company and any of the other
Guarantors, the rights of the Guaranteeing Subsidiary signatory hereto to
receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under ARTICLE 10
of the Indenture shall result in the obligations of the Guaranteeing Subsidiary
under its Guarantee not constituting a fraudulent transfer or conveyance.

3.      EXECUTION AND DELIVERY.

        The Guaranteeing Subsidiary agrees that the Guarantees shall remain in
full force and effect notwithstanding any failure to endorse on each Note a
notation of such Guarantee.

4.      GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                (a)     No Guarantor may merge or consolidate with or into
(whether or not such Guarantor is the surviving Person), sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets, as an entirety, to any Person or Persons, other than the
Company or another Guarantor, unless:

                                       3


                        (i)     immediately after giving effect to that
                transaction, no Default or Event of Default exists; and

                        (ii)    either:

                                (A)     the Person acquiring the property in any
                        such sale or disposition or the Person formed by or
                        surviving any such consolidation or merger assumes all
                        the obligations of that Guarantor under this Indenture,
                        its Guarantee and the Registration Rights Agreement
                        pursuant to a supplemental indenture satisfactory to the
                        Trustee, or

                                (B)     the Guarantor is released pursuant to
                        SECTION 11.07 and such sale or other disposition
                        complies with SECTION 4.12 of the Indenture, including
                        the application of the Excess Proceeds therefrom.

                (b)     In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor corporation shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor corporation thereupon may cause to be
signed any or all of the Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Guarantees so issued shall in all respects
have the same legal rank and benefit under the Indenture as the Guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Guarantees had been issued at the date of the execution
hereof.

                (c)     Except as set forth in ARTICLE 4 and ARTICLE 5 of the
Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in
this Indenture or in any of the Notes shall prevent any consolidation or merger
of a Guarantor with or into the Company or another Guarantor, or shall prevent
any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

5.      RELEASE OF A GUARANTOR.

                (a)     Upon the sale or disposition of all of the Capital Stock
of a Guarantor by the Company or a Subsidiary of the Company, or upon the
consolidation or merger of a Guarantor with or into any Person (in each case,
other than to, with or into, as the case may be, the Company or an Affiliate of
the Company), such Guarantor shall be deemed automatically and unconditionally
released and discharged from all obligations under ARTICLE 11 of the Indenture
without any further action required on the part of the

                                       4


Trustee or any Holder; PROVIDED, HOWEVER, that each such Guarantor is sold or
disposed of in a transaction which does not violate SECTION 4.12 and SECTION
11.06 of the Indenture;

                (b)     The Trustee shall deliver an appropriate instrument
evidencing the release of a Guarantor upon receipt of a request of the Company
accompanied by an Officers' Certificate certifying as to the compliance with
SECTION 11.06 of the Indenture. Any Guarantor not so released or the entity
surviving such Guarantor, as applicable, will remain or be liable under its
Guarantee as provided in ARTICLE 11 of the Indenture.

        The Trustee shall execute any documents reasonably requested by the
Company or a Guarantor in order to evidence the release of such Guarantor from
its obligations under its Guarantee endorsed on the Securities and under ARTICLE
11 of the Indenture.

6.      NO RECOURSE AGAINST OTHERS.

        No past, present or future director, officer, employee, incorporator,
stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any
liability for any obligations of the Company or the Guaranteeing Subsidiary
under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of the Notes by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

7.      GOVERNING LAW.

        NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT 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.

8.      COUNTERPARTS.

        The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

9.      EFFECT OF HEADINGS.

        The Section headings herein are for convenience only and shall not
affect the construction hereof.

10.     THE TRUSTEE.

        The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or
in respect of the recitals contained herein, all of which recitals are made
solely by the Guarantor signatory hereto and the Company.

                                       5


        IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.

                                           GUARANTEEING SUBSIDIARY:

                                           Interface Global Company, ApS,
                                           as a Guarantor


                                           By: /s/ Raymond S. Willoch
                                              ----------------------------------
                                              Name: Raymond S. Willoch
                                              Title: Senior Vice President


                                           TRUSTEE:

                                           Wachovia Bank, National Association


                                           By: /s/ Sabrina Fuller
                                              ----------------------------------
                                              Name: Sabrina Fuller
                                              Title: Vice President




                                       6

EX-99.3

Exhibit 99.3


                          FIRST SUPPLEMENTAL INDENTURE

        This First Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated
as of January 10, 2005, among Interface Global Company, ApS, a corporation
dually incorporated under the laws of Denmark and the State of Delaware (the
"GUARANTEEING SUBSIDIARY"), a Subsidiary of Interface, Inc. (or its permitted
successors), a Georgia corporation (the "COMPANY"), the Company, the Guarantors
(as defined in the Indenture referred to herein) and SunTrust Bank, as trustee
under the Indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

        WHEREAS, the Company and the Guarantors party thereto heretofore
executed and delivered to the Trustee an indenture (the "INDENTURE"), dated as
of February 4, 2004 providing for the issuance of 9.5% Senior Subordinated Notes
due 2014 (the "NOTES");

        WHEREAS, the Indenture provides that under certain circumstances a
Material U.S. Subsidiary shall, and other Subsidiaries may, execute and deliver
to the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the Company's Obligations
under the Notes and the Indenture on the terms and conditions set forth herein
(the "GUARANTEE"); and

        WHEREAS, pursuant to SECTION 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

        NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

Section 1.      CAPITALIZED TERMS.

        Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.

Section 2.      AGREEMENT TO GUARANTEE.

        The Guaranteeing Subsidiary signatory hereto hereby agrees as follows:

                (a)     Along with all other Guarantors, to jointly and
severally Guarantee to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of the Indenture, the Notes or the obligations of
the Company hereunder or thereunder, that:

                                       1


                        (i)     The principal of, premium, if any, and interest
                (including any Special Interest), on the Notes will be promptly
                paid in full when due, whether at maturity, by acceleration,
                redemption or otherwise, and interest on the overdue principal,
                premium, if any, of and interest on the Notes, if any, if
                lawful, and all other obligations of the Company to the Holders
                or the Trustee hereunder or thereunder will be promptly paid in
                full or performed, all in accordance with the terms hereof and
                thereof.

                        (ii)    In case of any extension of time of payment or
                renewal of any Notes or any of such other obligations, that same
                will be promptly paid in full when due or performed in
                accordance with the terms of the extension or renewal, whether
                at stated maturity, by acceleration or otherwise. Failing
                payment when due of any amount so guaranteed or any performance
                so guaranteed for whatever reason, the Guarantors shall be
                jointly and severally obligated to pay the same immediately.

                (b)     The obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.

                (c)     Notwithstanding anything in the Indenture or
Supplemental Indenture to the contrary, in relation to the Guaranteeing
Subsidiary as a corporation that is incorporated under the laws of the Kingdom
of Denmark as well as under the laws of the State of Delaware, all obligations
of Guaranteeing Subsidiary under the Indenture (as supplemented hereby) shall be
limited if and to the extent required to comply with Danish statutory provisions
on unlawful financial assistance, Sections 49(1) and (2) and Sections 50(1) and
(2) of the Danish Act on Private Limited Companies (Anpartsselskabsloven), and
accordingly shall not be construed as an indemnity for, guarantee of, or
security for any of the obligations of Guaranteeing Subsidiary's direct parent
corporation, Interface Overseas Holdings, Inc. ("OVERSEAS HOLDINGS"), which is
also a Guarantor under the Indenture, so long as Overseas Holdings remains a
Non-Qualifying Parent Company of Guaranteeing Subsidiary. A "Non-Qualifying
Parent Company" shall mean a company that is a direct parent company of an
entity organized under the laws of Denmark, which direct parent is not organized
under the laws any of the member states of the European Union or the European
Economic Area but is an entity to which the First Council Directive 60/151/EEC
of March 9, 1968 is attributable.

                (d)     The following is hereby waived: diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever.

                (e)     This Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and the
Indenture.

                                       2


                (f)     If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors, or any custodian, Trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

                (g)     The Guaranteeing Subsidiary signatory hereto shall not
be entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.

                (h)     As between the Guarantors, including the Guarantor
Subsidiary signatory hereto, on the one hand, and the Holders and the Trustee,
on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in ARTICLE 6 of the Indenture for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such obligations as provided in
ARTICLE 6 of the Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guaranteeing Subsidiary for the
purpose of this Guarantee.

                (i)     The Guaranteeing Subsidiary shall have the right to seek
contribution from any non-paying Guarantor (including any other Guaranteeing
Subsidiary) so long as the exercise of such right does not impair the rights of
the Holders under the Guarantee.

                (j)     Pursuant to SECTION 10.02 of the Indenture, after giving
effect to any maximum amount and any other contingent and fixed liabilities that
are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
after giving effect to any collections from the Company and any of the other
Guarantors, the rights of the Guaranteeing Subsidiary signatory hereto to
receive contribution from or payments made by or on behalf of any other
Guarantor (including any other Guaranteeing Subsidiary) in respect of the
obligations of such other Guarantor under ARTICLE 10 of the Indenture shall
result in the obligations of the Guaranteeing Subsidiary under its Guarantee not
constituting a fraudulent transfer or conveyance.

3.      EXECUTION AND DELIVERY.

        The Guaranteeing Subsidiary agrees that the Guarantees shall remain in
full force and effect notwithstanding any failure to endorse on each Note a
notation of such Guarantee.

4.      GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                (a)     No Guarantor may merge or consolidate with or into
(whether or not such Guarantor is the surviving Person), sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets, as an entirety, to any Person or Persons, other than the
Company or another Guarantor, unless:

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                        (i)     immediately after giving effect to that
                transaction, no Default or Event of Default exists; and

                        (ii)    either:

                                (A)     the Person acquiring the property in any
                        such sale or disposition or the Person formed by or
                        surviving any such consolidation or merger assumes all
                        the obligations of that Guarantor under this Indenture,
                        its Guarantee and the Registration Rights Agreement
                        pursuant to a supplemental indenture satisfactory to the
                        Trustee, or

                                (B)     the Guarantor is released pursuant to
                        SECTION 11.08 and such sale or other disposition
                        complies with SECTION 4.12 of the Indenture, including
                        the application of the Excess Proceeds therefrom.

                (b)     In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor corporation shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor corporation thereupon may cause to be
signed any or all of the Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Guarantees so issued shall in all respects
have the same legal rank and benefit under the Indenture as the Guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Guarantees had been issued at the date of the execution
hereof.

                (c)     Except as set forth in ARTICLE 4 and ARTICLE 5 of the
Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in
this Indenture or in any of the Notes shall prevent any consolidation or merger
of a Guarantor with or into the Company or another Guarantor, or shall prevent
any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

5.      RELEASE OF A GUARANTOR.

                (a)     Upon the sale or disposition of all of the Capital Stock
of a Guarantor by the Company or a Subsidiary of the Company, or upon the
consolidation or merger of a Guarantor with or into any Person (in each case,
other than to, with or into, as the case may be, the Company or an Affiliate of
the Company), such Guarantor shall be deemed automatically and unconditionally
released and discharged from all obligations under ARTICLE 11 of the Indenture
without any further action required on the part of the

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Trustee or any Holder; PROVIDED, HOWEVER, that each such Guarantor is sold or
disposed of in a transaction which does not violate SECTION 4.12 and SECTION
11.06 of the Indenture;

                (b)     The Trustee shall deliver an appropriate instrument
evidencing the release of a Guarantor upon receipt of a request of the Company
accompanied by an Officers' Certificate certifying as to the compliance with
SECTION 11.07 of the Indenture. Any Guarantor not so released or the entity
surviving such Guarantor, as applicable, will remain or be liable under its
Guarantee as provided in ARTICLE 11 of the Indenture.

        The Trustee shall execute any documents reasonably requested by the
Company or a Guarantor in order to evidence the release of such Guarantor from
its obligations under its Guarantee endorsed on the Securities and under ARTICLE
11 of the Indenture.

6.      NO RECOURSE AGAINST OTHERS.

        No past, present or future director, officer, employee, incorporator,
stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any
liability for any obligations of the Company or the Guaranteeing Subsidiary
under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of the Notes by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

7.      GOVERNING LAW.

        NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT 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.

8.      COUNTERPARTS.

        The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

9.      EFFECT OF HEADINGS.

        The Section headings herein are for convenience only and shall not
affect the construction hereof.

10.     THE TRUSTEE.

        The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or
in respect of the recitals contained herein, all of which recitals are made
solely by the Guarantor signatory hereto and the Company.

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        IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.

                                             GUARANTEEING SUBSIDIARY:

                                             Interface Global Company, ApS,
                                             as a Guarantor


                                             By: /s/ Raymond S. Willoch
                                                --------------------------------
                                                Name: Raymond S. Willoch
                                                Title: Senior Vice President


                                             TRUSTEE:

                                             SunTrust Bank


                                             By: /s/ Esther Fannin
                                                --------------------------------
                                                Name: Esther Fannin
                                                Title: Vice President




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