Underwriting Agreement

On January 28, 2013, Mohawk Industries, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named in the Underwriting Agreement (the "Underwriters"), pursuant to which the Company sold $600,000,000 aggregate principal amount of the Company's 3.85% Senior Notes due 2023 (the "Notes") to the Underwriters. The closing of the sale of the Notes is expected to occur on January 31, 2013.

The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company, on the one hand, and the Underwriters, on the other hand, have agreed to indemnify each other against certain liabilities and will contribute to payments the other party may be required to make in respect thereof.

The net proceeds from the offering will be used, along with cash on hand and $301.5 million of borrowings under the revolving portion of the Company's senior credit facility, to retire substantially all of the outstanding debt and to pay the cash portion of the purchase price and transaction expenses incurred in connection with the Company's acquisition of Fintiles S.p.A. and its subsidiaries.

Amendment No. 3 to the Credit Agreement

On January 28, 2013, the Company entered into Amendment No. 3 (the "Amendment") to its five-year, senior, secured revolving credit facility (the "Credit Facility") evidenced by a Credit Agreement, dated as of July 8, 2011 as amended January 20, 2012 and November 16, 2012, by and among the Company and certain of its subsidiaries, as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and a L/C Issuer, the other lenders party thereto and the other parties thereto as set forth in the Amendment attached to this report.

The foregoing summaries of the Underwriting Agreement and the Amendment are qualified in their entirety by reference to the full text of the Underwriting Agreement and the Amendment, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

(d) Exhibits

10.1    Underwriting Agreement, dated as of January 28, 2013, by and between
        Mohawk Industries, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC
        and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives
        of the underwriters named therein.

10.2    Amendment No. 3 to the Credit Agreement, dated January 28, 2013, by and
        among Mohawk Industries, Inc. and certain of its subsidiaries, as
        Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line
        Lender and a L/C Issuer, the other lenders party thereto and the other
        parties thereto.