MOHAWK INDUSTRIES, INC.
$500,000,000 5.75% Senior Notes due 2011
$900,000,000 6.125% Senior Notes due 2016
JANUARY 11, 2006
J.P. MORGAN SECURITIES INC.
LEHMAN BROTHERS INC.
WACHOVIA CAPITAL MARKETS, LLC
As Representatives of the several
Underwriters named in Schedule 1 attached hereto,
c/o Lehman Brothers Inc.
745 Seventh Avenue
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;
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;