Exhibit










EXTENSION AGREEMENT
March 10, 2017
Wells Fargo Bank, National Association, as Administrative Agent under the Credit Agreement referred to below 


Wells Fargo Bank, National Association
7000 Central Parkway, Suite 600
Atlanta, GA 30328 


Ladies and Gentlemen:


Reference is made to (i) the Amended and Restated Credit Agreement, dated as of March 26, 2015 (as amended, restated, modified or otherwise supplemented from time to time prior to the date hereof, the “Credit Agreement”), among Mohawk Industries, Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party thereto (together with the Company, collectively, the “Borrowers”), the banks and other financial institutions party thereto as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and (ii) the Company’s notice of extension request, dated January 26, 2017, requesting an extension of the Maturity Date to March 26, 2022 (the “Extension Request”).  Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.  


Solely in connection with the extension of the Maturity Date to March 26, 2022 as set forth in the Extension Request, each undersigned Lender agrees, subject to the Administrative Agent’s receipt of the documents described in Sections 2.19(f) and (g) of the Credit Agreement, to extend the Maturity Date applicable to such Lender’s Commitment to March 26, 2022, such extension to be effective on March 10, 2017. 


This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.  Except as specifically provided above, (i) the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects by the parties hereto, and (ii) the execution and delivery of this Extension Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any Loan Documents.  This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  




[Signature pages follow]


Extension Agreement - Mohawk Industries, Inc. (2017)















BARCLAYS BANK PLC,


By: /s/ May Huang            
Name: May Huang
Title: Assistant Vice President




Branch Banking and Trust Company


By: /s/ Bradley B. Sands            
Name: Bradley B. Sands
Title: Vice President




Bank of America, N.A.
By: /s/ David McCauley            
Name: David McCauley
Title: Senior Vice President




Fifth Third Bank
By: /s/ David McCauley            
Name: David McCauley
Title: Senior Vice President




ING Bank N.V., Dublin Branch
By: /s/ Cormac Langford            
Name: Cormac Langford
Title: Vice President


By: /s/ Sean Hassett            
Name: Sean Hassett
Title: Director




JPMORGAN CHASE BANK, N.A.
By: /s/ Blakely Engel            
Name: Blakely Engel
Title: Vice President




Extension Agreement - Mohawk Industries, Inc. (2017)















KBC BANK N.V., as a Lender
By: /s/ Dheli Dratwa            
Name: Dheli Dratwa
Title: Analyst


By: /s/ Tom Lalli            
Name: Tom Lalli
Title: Managing Director




MIZUHO BANK, LTD., as a Lender
By: /s/ Donna DeMagistris            
Name: Donna DeMagistris
Title: Authorized Signatory




The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By: /s/ Mustafa Khan            
Name: Mustafa Khan
Title: Director




PNC Bank, National Association
By: /s/ Robb Hoover            
Name: Robb Hoover
Title: Vice President




SUNTRUST BANK, as a Lender
By: /s/ Shannon Offen            
Name: Shannon Offen
Title: Director




U.S. BANK NATIONAL ASSOCIATION
By: /s/ Kara P. Van Duzee            
Name: Kara P. Van Duzee
Title: Vice President






Extension Agreement - Mohawk Industries, Inc. (2017)















UniCredit Bank AG, New York Branch
By: /s/ Priya Trivedi            
Name: Priya Trivedi
Title: Associate Director


By: /s/ Douglas Riahi            
Name: Douglas Riahi
Title: Managing Director








































































Extension Agreement - Mohawk Industries, Inc. (2017)



















AGREED AND ACCEPTED:


MOHAWK INDUSTRIES, INC.




By: /s/ Shailesh Bettadapur        
Name: Shailesh Bettadapur
Title: Vice President and Treasurer


ALADDIN MANUFACTURING CORPORATION




By: /s/ Shailesh Bettadapur        
Name: Shailesh Bettadapur
Title: Vice President and Treasurer


DAL-TILE DISTRIBUTION, INC.




By: /s/ Shailesh Bettadapur        
Name: Shailesh Bettadapur
Title: Vice President and Treasurer


MOHAWK UNITED INTERNATIONAL B.V.




By: /s/ Barara M. Goetz                    By: /s/ Loes Pieternel de Bot        
Name: Shailesh Bettadapur                       Name: Loes Pieternel de Bot
Title: B director                               Title: A director


MOHAWK FOREIGN HOLDINGS S.À R.L.




By: /s/ Cornelis Martinus Verhaaren                By: /s/ John Kleynhans        
Name: Cornelis Martinus Verhaaren                   Name: John Kleynhans
Title: A manager                               Title: B manager


MOHAWK INTERNATIONAL HOLDINGS S.À R.L.




By: /s/ Cornelis Martinus Verhaaren                By: /s/ John Kleynhans        
Name: Cornelis Martinus Verhaaren                   Name: John Kleynhans
Title: A manager                               Title: B manager


Extension Agreement - Mohawk Industries, Inc. (2017)

















UNILIN BVBA




By: /s/ William C. Wellborn                    By: /s/ Mike Cuvelier        
Name: W. Christopher Wellborn                       Name: Mike Cuvelier
Title: A manager                               Title: B manager




MOHAWK FOREIGN FUNDING S.À R.L.




By: /s/ Cornelis Martinus Verhaaren                By: /s/ John Kleynhans        
Name: Cornelis Martinus Verhaaren                   Name: John Kleynhans
Title: A manager                               Title: B manager






	
				
	Executed by Premium Floors Australia Pty Ltd in accordance with section 127 of the Corporations Act 2001 (Cth):
	 
	 
	 

	/s/ Frank Boykin
	 
	 
	/s/ Paul De Cock

	Signature of director
	 
	 
	Signature of director

	Frank Boykin
	 
	 
	Paul De Cock

	Full name of director
	 
	 
	Full name of director






































Extension Agreement - Mohawk Industries, Inc. (2017)















Wells Fargo Bank, National Association,
as Administrative Agent, Issuing Bank, 
Swing Line Lender and a Lender




By: /s/ Kay Reedy        
Name: Kay Reedy
Title: Managing Director












































































Extension Agreement - Mohawk Industries, Inc. (2017)