0000851968-04-000059 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 10th, 2004 • Mohawk Industries Inc • Carpets & rugs • Georgia

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT dated as of September 29, 2004 (this "Amendment") by and among MOHAWK FACTORING, INC. (the "Borrower"), BLUE RIDGE ASSET FUNDING CORPORATION ("Blue Ridge") and WACHOVIA BANK, NATIONAL ASSOCIATION, as a Liquidity Bank and agent to Blue Ridge, THREE PILLARS FUNDING LLC ("TPFC") and SUNTRUST CAPITAL MARKETS, INC., as a Liquidity Bank and agent to TPFC, and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent for the Conduit Groups (in such capacity, the "Agent").

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FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT AND TERMINATION OF 364-DAY CREDIT AGREEMENT
Five Year Credit Agreement • November 10th, 2004 • Mohawk Industries Inc • Carpets & rugs • Georgia

This FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT AND TERMINATION OF 364-DAY CREDIT AGREEMENT dated as of September 29, 2004 (this "Amendment") by and among MOHAWK INDUSTRIES, INC. (the "Borrower"), SUNTRUST BANK, as Co-Lead Arranger and Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Lead Arranger and Administrative Agent (the "Agent") and the other Banks from time to time party thereto (the "Banks").

AMENDMENT TO LIQUIDITY ASSET PURCHASE AGREEMENT [Mohawk Factoring, Inc.]
Liquidity Asset Purchase Agreement • November 10th, 2004 • Mohawk Industries Inc • Carpets & rugs • New York

This AMENDMENT TO Liquidity Asset Purchase Agreement (this "Amendment") is entered into as of August 2, 2004, among SUNTRUST BANK, a Georgia banking corporation, individually and as Liquidity Agent, THREE PILLARS FUNDING LLC, a Delaware limited liability company (together with its successors and permitted assigns, the "Company"), and SUNTRUST CAPITAL MARKETS, INC., a Tennessee corporation, as "TPFC Agent," and pertains to the Amended and Restated Liquidity Asset Purchase Agreement among the parties hereto dated as of August 4, 2003 (the "Existing Agreement"). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Existing Agreement.

AMENDMENT TO SECOND AMENDED AND RESTATED LIQUIDITY ASSET PURCHASE AGREEMENT (re: Mohawk Factoring, Inc.)
Liquidity Asset Purchase Agreement • November 10th, 2004 • Mohawk Industries Inc • Carpets & rugs • New York

This Amendment to the Second Amended and Restated Liquidity Asset Purchase Agreement (this "Amendment") is entered into as of August 2, 2004 among BLUE RIDGE ASSET FUNDING CORPORATION, a Delaware corporation, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, individually as a Liquidity Purchaser, as Liquidity Agent, and as Blue Ridge Agent. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Liquidity Agreement (hereinafter defined).

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