AMENDMENT #1 TO RECEIVABLES PURCHASE AND SALE AGREEMENT



Exhibit No. 10.32




AMENDMENT
#1 TO RECEIVABLES PURCHASE AND SALE AGREEMENT



THIS AMENDMENT
#1  (this
"Amendment")
is entered into by the undersigned parties as of December 28, 2001 with respect
to the Receivables Purchase and Sale
Agreement dated as of October 25, 2000 (the "Sale Agreement"), by and
among Mohawk Carpet Corporation, a Delaware corporation, Mohawk Commercial,
Inc., a Delaware corporation, Durkan Patterned Carpets, Inc., a Georgia
corporation, and Mohawk Factoring, Inc., a Delaware corporation.   
Unless defined elsewhere herein, capitalized
terms used in this Amendment shall have the meanings assigned to such terms in
the Sale Agreement.


PRELIMINARY STATEMENTS


On
the terms and subject to the conditions hereinafter set forth, each of the
parties wishes to amend the Sale Agreement to add Mohawk Carpet of Texas, L.P.,
a Delaware limited partnership of which Mohawk Carpet is the sole general
partner, as an Originator thereunder.


NOW,
THEREFORE,
in consideration of the premises and the mutual agreements herein contained and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:


1.             Amendments.
 


1.1.          The Sale Agreement is hereby amended
to add Mohawk Carpet of Texas, L.P., a Delaware limited partnership, as an
Originator.  By its signature below,
Mohawk Carpet of Texas, L.P. hereby agrees to become an Originator under the
Sale Agreement and to abide by each of the representations, covenants and other
agreements of the Originators therein contained.


1.2.          The definition of "Initial Cutoff Date" is hereby amended
and restated in its entirety to read as follows:


"Initial
Cutoff Date" means, as to each Originator, the close of business on the Business
Day immediately prior to the date on which it became a party to this Agreement.


1.3.          Exhibit II to the Sale Agreement is
hereby amended and restated in its entirety to read as set forth in Annex A
to this Amendment.


2.             Conditions Precedent to Effectiveness. The effectiveness of this
Amendment is subject to the conditions precedent that the Agent, as Buyer's
assignee, shall have received (a) counterparts hereof duly executed by each of
the parties to the Sale Agreement and Mohawk Carpet of Texas, L.P. and
consented to by the Agent, and (b) a UCC-1 financing statement naming Mohawk
Carpet of Texas, L.P., as debtor, Buyer, as original secured party, and the
Agent, as Buyer's assignee, in form suitable for filing in the State of
Delaware, reasonably describing the 
Receivables and Related Security to be conveyed by Mohawk Carpet of
Texas, L.P. to Buyer under the Sale Agreement.


3.             Scope of Amendment. Except as expressly amended hereby, the Sale
Agreement remains in full force and effect in accordance with its terms and
this Amendment to the Sale Agreement shall not by implication or otherwise
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Sale Agreement, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect.   


4.             Governing Law. This Amendment and the Sale Agreement as amended
hereby shall be governed by and construed in accordance with the laws of the
State of Georgia.


5.             Counterparts.  This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed an original, and all such
counterparts shall together constitute but one and the same instrument.


 


<signature
pages follow>




IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date hereof .


Mohawk Carpet
Corporation






By:         
                                                                
 


Name:                     Sidney J. Frost


Title:                       Vice President and
Treasurer








Mohawk Commercial,
Inc.






By:         
                                                                
 


Name:                     Sidney J. Frost


Title:                       Vice President and
Treasurer








Durkan Patterned
Carpets, Inc.






By:         
                                                                
 


Name:                     Sidney J. Frost


Title:       Vice President, Treasurer and Secretary








mohawk carpet of
texas, l.p.




By: 
Mohawk Carpet Corporation, its general partner






By:         
                                                                
 


Name:                     Sidney J. Frost


Title:                       Vice President and
Treasurer




Address:               
 160 S. Industrial Blvd.


Calhoun,
GA 30703


Attn:  Sidney J. Frost


Phone:    (706) 624-2239


Fax:
        (706) 625-3851






MOHAWK
FACTORING, INC.






By:         
                                                                
 


Name:     Linda Bubacz


Title:       Assistant Treasurer and Secretary






The
foregoing amendment is hereby consented to

as of the date first above written:


 




WACHOVIA
BANK, N.A., as Agent






By:                                                                                         
 


Name:


Title:
















ANNEX A


 


Exhibit II




Places
of Business; Locations of Collection Records;


Federal
Employer Identification Number(s); Other Names






Places of
Business:




Mohawk
Carpet Corporation


Mohawk
Carpet of Texas, L.P.


Durkan
Patterned Carpets, Inc.


Mohawk
Commercial, Inc.  




Address
for all:


160
S. Industrial Blvd.  


Calhoun,
GA 30703


 


Location of
Collection Records:


 


Mohawk
Servicing, Inc


235
Industrial Blvd.  


Chatsworth,
GA 30705




Mohawk
Servicing, Inc.  


160
S. Industrial Blvd.


Calhoun,
GA 30703








Federal
Employer Identification Numbers:


 


Mohawk
Carpet Corporation


FEI
# 58-2185429




Mohawk
Commercial, Inc.  


FEI#
58-2357716




Durkan
Patterned Carpets, Inc.


FEI#
58-1729913




Mohawk
Carpet of Texas, L.P.

FEI#  n/a (same as Mohawk Carpet
Corporation's, its general partner)




Legal, Trade
and Assumed Names:


 


Alladin
Mills


World
Contract


Mohawk
Commercial


IMAGE


Galaxy


Merit
Hospitality


Custom
Weave


Wunda
Wave


Mohawk
International


Karastan


Alliance
Pad


Mohawk
Non-Woven


Mohawk
Carpet


World


Diamond


Durkan
Patterned Carpet


Rug
& Textile Group


Aladdin
Rug


Townhouse


New
Mark & James


J
MAR


American
Rug Craftsman


Horizon


Alexander
Smith


Bigelow


Harbinger


Helios


Delaware
Valley Wool Scouring


Greenville
Yarn


Burton
Rug


Insignia


Sunrise


Hamilton


Cyboney


Mohawk
Rug & Textile


Ultra
Weave


Durkan
Commercial


American
Weavers