THIS THIRD SUPPLEMENTAL INDENTURE (this Third Supplemental Indenture) is made as of September 4, 2019, by and among MOHAWK CAPITAL FINANCE S.A., a company organized under the laws of Luxembourg, as Issuer (and referred to herein as the Company), MOHAWK INDUSTRIES, INC., a Delaware corporation, as Guarantor (and referred to herein as the Guarantor), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee), Registrar and Transfer Agent (the Transfer Agent), and ELAVON FINANCIAL SERVICES DAC, as Paying Agent and Calculation Agent.
WHEREAS, the Company, the Guarantor and the Trustee entered into that certain Senior Indenture dated as of September 11, 2017 (the Original Indenture) which provides for the issuance by the Company from time to time of Securities, in one or more series as provided therein and for the guarantee thereof by the Guarantor;
WHEREAS, the Company has determined to issue a series of Securities as provided herein;
WHEREAS, Section 3.1 of the Original Indenture provides that certain terms and conditions for each series of Securities issued by the Company thereunder may be set forth in an indenture supplemental to the Original Indenture;
WHEREAS, Section 12.1(9) of the Original Indenture provides for the Company, the Guarantor and the Trustee to enter into an indenture supplemental to the Original Indenture to establish the form or terms of Securities of any series as provided by Sections 2.1 and 3.1 of the Original Indenture;
WHEREAS, the Company, the Guarantor, the Trustee and the Paying Agent entered into that certain First Supplemental Indenture dated as of September 11, 2017 pursuant to which the Company issued its 300,000,000 Floating Rate Notes due 2019;
WHEREAS, the Company, the Guarantor, the Trustee and the Paying Agent entered into that certain Second Supplemental Indenture dated as of May 28, 2018 pursuant to which the Company issued its 300,000,000 Floating Rate Notes due 2020;
WHEREAS, the Company and the Guarantor have registered the Trustee and the Paying Agent to join them in the execution and delivery of this Third Supplemental Indenture in order to supplement the Original Indenture by establishing the forms and terms of a series of securities to be known as the Companys 300,000,000 Floating Rate Notes due 2021 (the Original Indenture, as supplemented by this Third Supplemental Indenture, the Indenture); and
WHEREAS, all the conditions and requirements necessary to make this Third Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: