ex106executedthirdamendm






    THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT  THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT  AGREEMENT (this “Amendment”) is entered into as of October 28, 2021 among MOHAWK  INDUSTRIES, INC., a Delaware corporation (the “Company”), ALADDIN MANUFACTURING  CORPORATION, a Delaware corporation (“Aladdin”), DAL-TILE DISTRIBUTION, INC., a Delaware  corporation (“Dal-Tile”; Dal-Tile, together with the Company and Aladdin, the “Domestic Borrowers”),  MOHAWK UNITED INTERNATIONAL B.V., a private limited liability company (besloten  vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its  official seat (statutaire zetel) in Oisterwijk, the Netherlands and its office at Beneluxstraat 1 (5061 KD)  Oisterwijk, the Netherlands, and registered with the Trade Register of the Chambers of Commerce under  number 17229715 (“Mohawk BV”), MOHAWK INTERNATIONAL HOLDINGS S.À. R.L., a company  organized and existing under the laws of Luxembourg as a société à responsibilité limitée, having its  registered address at 10B, Rue des Mérovingiens, L-8070 Bertrange, Grand Duchy of Luxembourg,  registered with the Luxembourg Register of Commerce and Companies under number B-110.608  (“Mohawk International”), UNILIN BV, a private limited liability company (besloten vennootschap), as  successor-in-interest to UNILIN BVBA by operation of the Belgian Code for Companies and  Associations, organized under the laws of Belgium, and having its statutory seat (statutaire zetel) at  Ooigemstraat 3, 8710 Wielsbeke and registered with the Crossroads Bank for Enterprises under nr.   0405.414.072 RPR/RPM Ghent, Kortrijk division (“Unilin”), PREMIUM FLOORS AUSTRALIA PTY  LIMITED, a proprietary company with limited liability incorporated under the laws of Australia  registered under ACN 152 867 984 (“Premium Australia”; Premium Australia, together with Mohawk  BV, Mohawk International and Unilin, the “Foreign Borrowers”; the Foreign Borrowers, together with  the Domestic Borrowers, each, a “Borrower” and collectively, the “Borrowers”), and WELLS FARGO  BANK, NATIONAL ASSOCIATION, as the Administrative Agent.  All capitalized terms used herein  and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as  defined below).  RECITALS  WHEREAS, the Borrowers, the Designated Borrowers party thereto, the Lenders from time to  time party thereto, and Wells Fargo Bank, National Association, as the Administrative Agent, the Swing  Line Lender and a L/C Issuer, entered into that certain Second Amended and Restated Credit Agreement,  dated as of October 18, 2019 (as amended, restated, amended and restated, supplemented, extended,  replaced or otherwise modified from time to time, the “Credit Agreement”);  WHEREAS, pursuant to Section 3.03(b) of the Credit Agreement, upon the occurrence of a  Benchmark Transition Event with respect to any applicable currency, the Borrowers and the  Administrative Agent are permitted to amend the Credit Agreement to replace LIBOR for such currency  with a Benchmark Replacement;  WHEREAS, in connection with the replacement of LIBOR for any appliable currency with a  Benchmark Replacement, the Administrative Agent, in consultation with the Company, is permitted to  make Benchmark Replacement Conforming Changes;  WHEREAS, the Administrative Agent hereby notifies the Company and the Lenders that (a) a  Benchmark Transition Event with respect to LIBOR for Euros has occurred, (b) the Benchmark  Replacement Date with respect to such Benchmark Transition Event is December 31, 2021, and (c) the  Benchmark Transition Start Date with respect to such Benchmark Transition Event is October 2, 2021;  and  





 






  2  CHAR1\1839302v2  WHEREAS, in connection with such Benchmark Transition Event, the Administrative Agent and  the Borrowers desire to amend the Credit Agreement to replace LIBOR for Euros with a Benchmark  Replacement.  NOW, THEREFORE, in consideration of the premises and the mutual covenants contained  herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto agree as follows:  1. Amendments to Credit Agreement.    (a) Clause (a) of the definition of “Eurocurrency Rate” in Section 1.01 of the Credit  Agreement is amended to (i) change the reference in sub-clause (i) thereof to “Dollars, Euro or  Sterling,” to be “Dollars or Sterling,”, (ii) re-letter sub-clause (vi) thereof as sub-clause (vii), and  (iii) add a new sub-clause (vi) immediately following sub-clause (v) thereof to read as follows:  (vi) with respect to a Eurocurrency Rate Loan in Euros, the rate of interest  per annum equal to the Euro Interbank Offered Rate (EURIBOR) as administered by the  European Money Markets Institute, as displayed on the applicable Reuters screen page  (or such other commercially available source providing such quotations as may be  designated by the Administrative Agent in its reasonable discretion), or a comparable or  successor administrator approved by the Administrative Agent, for a period comparable  to the applicable Interest Period (in each case, the “EURIBOR Rate”), at approximately  11:00 a.m. (Brussels time) two (2) TARGET Days prior to the commencement of such  Interest Period; provided, that, notwithstanding anything to the contrary contained in this  Agreement, (A) at any time during the Covenant Relief Period, in no event shall the  EURIBOR Rate be less than 0.75%, and (B) at any other time not specified in clause (A)  above, in no event shall the EURIBOR Rate be less than zero; and  (b) The definition of “Interest Period” in Section 1.01 of the Credit Agreement is  amended to add “(in each case, subject to availability)” immediately following the reference to  “thereafter” therein.  (c) Section 1.01 of the Credit Agreement is amended to add the following defined  term in the appropriate alphabetical order:  “EURIBOR Rate” has the meaning assigned thereto in the definition of  “Eurocurrency Rate”.  2. Condition Precedent.  This Amendment shall be effective upon receipt by the  Administrative Agent of counterparts of this Amendment duly executed by the Borrowers and the  Administrative Agent.  3. Miscellaneous.  (a) The Loan Documents and the obligations of the Loan Parties thereunder are  hereby ratified and confirmed and shall remain in full force and effect according to their terms.   This Amendment is a Loan Document.  (b) Each Borrower represents and warrants that: (i) such Borrower has all requisite  power and authority and all requisite governmental licenses, authorizations, consents and  approvals to execute, deliver and perform its obligations under this Amendment; (ii) the  





 






  3  CHAR1\1839302v2  execution, delivery and performance by such Borrower of this Amendment have been duly  authorized by all necessary corporate or other organizational action, and do not and will not (A)  contravene the terms of such Borrower’s Organization Documents, (B) conflict with or result in  any breach or contravention of (1) any material Contractual Obligation to which such Borrower is  a party or affecting such Borrower or the properties of such Borrower or any of its Restricted  Subsidiaries, or (2) any order, injunction, writ or decree of any Governmental Authority or any  arbitral award to which such Borrower or its property is subject, (C) result in the creation of any  Lien under any material Contractual Obligation to which such Borrower is a party or affecting  such Borrower or the properties of such Borrower or any of its Restricted Subsidiaries, except for  Liens permitted under the Credit Agreement, or (D) violate any Law; (iii) no approval, consent,  exemption, authorization, or other action by, or notice to, or filing with, any Governmental  Authority or any other Person is necessary or required in connection with the execution, delivery  or performance by such Borrower of this Amendment; (iv) this Amendment has been duly  executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of  such Borrower, enforceable against such Borrower in accordance with its terms; provided, that,  the enforceability of this Amendment is subject in each case to general principles of equity and to  bankruptcy, insolvency (including administration) and similar Laws affecting the enforcement of  creditors’ rights generally; and (v) after giving effect to this Amendment, (A) the representations  and warranties of the Borrowers contained in Article V of the Credit Agreement (as amended by  this Amendment) or in any other Loan Document, or in any document furnished at any time  under or in connection therewith, shall be true and correct in all material respects (or, if qualified  by materiality or Material Adverse Effect, in all respects) on and as of the date of this  Amendment (except to the extent that such representations and warranties specifically refer to an  earlier date, in which case they shall be true and correct as of such earlier date) and except that for  purposes of this Section 3(b)(v)(A), the representations and warranties contained in Section  5.05(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished  pursuant to Section 6.01(a) of the Credit Agreement, and (B) no Default shall exist.  (c) This Amendment may be executed in counterparts (and by different parties  hereto in different counterparts), each of which shall constitute an original, but all of which when  taken together shall constitute a single contract.  Delivery of an executed counterpart of a  signature page of this Amendment by facsimile or other electronic imagine means shall be  effective as delivery of a manually executed counterpart of this Amendment.  (d) If any provision of this Amendment is held to be illegal, invalid or  unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this  Amendment shall not be affected or impaired thereby and (ii) the parties shall endeavor in good  faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions  the economic effect of which comes as close as possible to that of the illegal, invalid or  unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not  invalidate or render unenforceable such provision in any other jurisdiction.  (e) The posting of this Amendment for the Lenders on the Platform shall be deemed  to satisfy the Administrative Agent’s notification obligations set forth in Section 3.03(b)(iii) of  the Credit Agreement.  (f) THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR  CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED  UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE  TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  





 






  4  CHAR1\1839302v2  (g) The terms of Sections 10.14 and 10.15 of the Credit Agreement with respect to  submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by  reference, mutatis mutandis, and the parties hereto agree to such terms.  [Signature pages follow]    





 






 





 






 





 






  MOHAWK INDUSTRIES, INC.  THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT    ADMINISTRATIVE AGENT:   WELLS FARGO BANK, NATIONAL ASSOCIATION,  as Administrative Agent  By:    Name: Kay Reedy  Title: Managing Director