Underwriting Agreement (2006)Full Document 

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$500,000,000 5.75% Senior Notes due 2011

$900,000,000 6.125% Senior Notes due 2016





JANUARY 11, 2006





As Representatives of the several

    Underwriters named in Schedule 1 attached hereto,

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019


Ladies and Gentlemen:


Mohawk Industries, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of 5.75% Notes due 2011 (the “2011 Notes”) and $900,000,000 aggregate principal amount of 6.125% Notes due 2016 (the “2016 Notes” and, together with the 2011 Notes, the “Notes”) to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) for whom you are acting as representatives (the “Representatives”). The Notes will be issued pursuant to an Indenture dated as of January 9, 2006, as supplemented by a supplemental indenture to be dated as of January 17, 2006 (the “Indenture”) between the Company and SunTrust Bank, as Trustee. This Agreement is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.


1. Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that:


(a) “An “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act of 1933, as amended) (the “Securities Act”) relating to the Notes (File No. 333- 130910) (i) has been prepared by the Company in conformity with the requirements of the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act not earlier than the date that is three years prior to the Delivery Date (as defined in Section 4); and (iii) is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the Representatives of the Underwriters. As used in this Agreement:

(i) “Applicable Time” means 5:30 p.m. (New York City time) on the date of this Agreement;


(ii) “Effective Date” means any date as of which any part of such registration statement relating to the Notes became, or is deemed to have become, effective under the Securities Act in accordance with the Rules and Regulations;


(iii) “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Notes;


(iv) “Preliminary Prospectus” means any preliminary prospectus relating to the Notes included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement thereto relating to Notes;

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