3Q2014 Exhibit 10.2 JoindertoRPASecuritization






JOINDER AGREEMENT




This Joinder Agreement (this “Joinder Agreement”) dated as of September 11, 2014, by and among Mohawk Carpet Distribution, Inc., a Delaware corporation (“Mohawk Distribution”), Dal‐Tile Distribution, Inc., a Delaware corporation (“Dal-Tile”; each of Mohawk Distribution and Dal‐Tile, an “Existing Originator” and collectively the “Existing Originators”), Mohawk Factoring, LLC, a Delaware limited liability company (“Buyer”) and Unilin North America, LLC, a Delaware limited liability company (the “New Originator”).  


WHEREAS, the Existing Originators and Buyer previously entered into that certain Receivables Purchase and Sale Agreement dated as of December 19, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”), pursuant to which the Existing Originators sell to the Buyer, and the Buyer purchases from the Existing Originators, from time to time, Receivables originated by the Existing Originators.  Capitalized terms not otherwise defined herein shall have the meanings given to them in the Sale Agreement;


WHEREAS, Section 7.9(b) of the Sale Agreement provides for other entities becoming Originators thereunder; and


WHEREAS, the parties are entering into this Joinder Agreement to effect, among other things, to provide for the addition of the New Originator as an Originator under the Sale Agreement.


NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Sale Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 


Section 1.    Joinder.


Upon the effectiveness of this Joinder Agreement, the New Originator shall become, and be deemed to be, an Originator under the Sale Agreement, and shall have all obligations, duties, rights and interests as an Originator under the Sale Agreement and the other Transaction Documents (as defined in the Credit and Security Agreement).  Attached hereto is an amended and restated version of Exhibit II to the Sale Agreement.  After giving effect to the amendments and restatements embodied therein, each of the representations and warranties contained in Article II of the Sale Agreement will be true and correct as to the New Originator.









Section 2.    Effectiveness.


This Joinder Agreement shall not become effective unless and until the Buyer shall have received each of the following, in form and substance satisfactory to the Buyer:


(a)    Counterparts of this Agreement executed by each of the parties hereto;


(b)    Evidence that the New Originator shall have satisfied items 2 through 5 of Schedule A attached to the Sale Agreement; and


(c)    Such other documents, agreements and instruments as the Buyer may reasonably request.


Section 3.    Representations and Warranties.


(a)    Each of the parties hereto represents and warrants severally and not jointly that, with respect to such party:


(i)    its execution, delivery and performance of this Joinder Agreement are within its corporate powers, have been duly authorized by all necessary corporate action and do not require any consent or approval which has not been obtained; and


(ii)    this Joinder Agreement is the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles.


(b)    The New Originator hereby further represents and warrants that:


(i)    The Sale Agreement is the legal, valid and binding obligation of it, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles.


Section 4.    Miscellaneous.


(a)    Applicability of the Sale Agreement.  In all respects not inconsistent with the terms and provisions of this Joinder Agreement, the provisions of the Sale Agreement are hereby ratified, approved and confirmed, with the Joinder of West and East as additional Originators.


(b)    Headings.  The captions in this Joinder Agreement are for convenience of reference only and shall not define or limit the provisions hereof.



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(c)    Counterparts.  This Joinder Agreement may be executed in counterparts by facsimile or otherwise, each of which shall constitute an original, but all of which, when taken together, shall constitute but one and the same instrument.


(d)    Governing Law.  The provisions of the Sale Agreement with respect to governing law and consent to jurisdiction are incorporated in this Amendment by reference as if such provisions were set forth herein.


(e)    Entire Agreement.  This Joinder Agreement embodies the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all other prior arrangements and understandings relating to the subject matter hereof.


[Signatures on Next Page]





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IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the date first written above.


MOHAWK CARPET DISTRIBUTION, INC.
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 FACTORING, LLC
By:  /s/ John J. Koach    
Name:  John J. Koach    
Title:  Secretary    




UNILIN NORTH AMERICA, LLC
By:  /s/ Shailesh Bettadapur    
Name:  Shailesh Bettadapur    
Title:  Vice President and Treasurer    
    









[Signature Page to Joinder Agreement]






Acknowledged and agreed to
SUNTRUST BANK, as Administrative Agent
By:  /s/ Michael Peden    
Name:  Michael Peden    
Title:  Vice President    









EXHIBIT II 
 
PLACES OF BUSINESS; LOCATIONS OF COLLECTION RECORDS; 
FEDERAL EMPLOYER IDENTIFICATION NUMBER(S); ORGANIZATIONAL 
IDENTIFICATION NUMBER; OTHER NAMES 
PLACES OF BUSINESS:
	
		
	Mohawk Carpet Distribution, Inc.
160 S. Industrial Blvd.
Calhoun, GA  30703
	 

	 
	 

	Dal‐Tile Distribution, Inc.
160 S. Industrial Blvd.
Calhoun, GA  30703
	 

	 
	 

	Unilin North America, LLC                      7834 C.F. Hawn Freeway
Dallas, Texas  75217
	 




LOCATION OF COLLECTION RECORDS:
	
		
	Mohawk Servicing, LLC
160 S. Industrial Boulevard 
Calhoun, GA  30701
	 




FEDERAL EMPLOYER IDENTIFICATION NUMBER 
AND ORGANIZATIONAL IDENTIFICATION NUMBER:
	
		
	Mohawk Carpet Distribution, Inc.
FEI # 58-2173403
Organizational ID# 2502648
	 

	 
	 

	Dal‐Tile Distribution, Inc.
FEI# 20-1881043
Organizational ID# 3871291
	 

	 
	 

	Unilin North America, LLC                      FEI# 04-3202542                      Organizational ID# 2345414
	 













LEGAL, TRADE AND ASSUMED NAMES:
	
		
	Aladdin Mills
	Bigelow

	World Carpet
	Harbinger

	Mohawk Commercial
	Helios

	IMAGE
	Delaware Valley Wool Scouring

	Galaxy
	American Weavers

	Merit Hospitality
	Burton Rug

	Custom Weave
	Insignia

	Wunda Weve
	Sunrise

	Mohawk International
	Hamilton

	Karastan
	Ciboney Carpet

	Alliance Pad
	Mohawk Rug & Textile

	Crown Craft
	Ultra Weave

	Mohawk Carpet
	Lees

	World
	American Olean

	Diamond
	Color Center

	Durkan Patterned Carpet
	Floorscapes

	Rug & Textile Group
	Portico

	Aladdin Rug
	Wayn-tex

	Townhouse
	Columbia

	Newmark & James
	DALTILE

	Durkan Commercial
	Mohawk Home

	American Rug Craftsman
	Century

	Horizon
	Keys Granite

	Alexander Smith
	The Mohawk Group

	Nonpareil Dyeing and Finishing
	 

	Rainbow International 
	 

	International Marble and Granite
	 

	QuickStep
	 





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