UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

  __________________

  
 
 
  
  
FORM 8-K


  
 
 
  
  
CURRENT REPORT
  

  Pursuant to Section 13 or 15(d) of the

  Securities Exchange Act of 1934 

  
  

  Date of Report (Date of earliest event reported): November 9, 2005

  

  
MOHAWK INDUSTRIES, INC.
(Exact name of registrant as
  specified in its charter)


  
 
 
  
  
Delaware

  (State or Other 

  Jurisdiction of

  Incorporation)
  
  
  
01-19826
(Commission File

  Number)
  
  
  
52-1604305
(IRS Employer

  Identification No.)
  
 
 
  
  
 
  
  
  
 
  
  
  
 
  
 
 
  
  160 South Industrial Blvd., Calhoun, Georgia
  
      
30701
 
 
  
  (Address of Principal Executive Offices)
  
      
 (Zip Code)
 
 
  
  
 
  
Registrant's telephone number, including area 
  code (706) 629-7721
  

  __________________________________________________________________________________

  (Former Name or Former Address, if Changed Since Last Report)
  
      Check the appropriate box below if the Form 8-K filing is intended to 
  simultaneously satisfy the filing obligation of the registrant under any of 
  the following provisions (see General Instruction A.2. below):
  

       o Written communication 
        pursuant to Rule 425 under Securities Act (17 CFR 230.425)

  
       o Soliciting material pursuant 
        to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
       o Pre-commencement 
        communications pursuant to Rule 14d-2(b) under the Exchange Act CFR 
        240.14d-2(b))

  
       o Pre-commencement 
        communications pursuant to Rule 13e-4(c) under the Exchange Act CFR 
        240.17R 240.13e-4(c))
  
 
  
 


















Item 1.01   Entry into a 
Material Definitive Agreement.





On November 8, 2005, Mohawk
International Holdings S.à r.l, an indirect subsidiary of Mohawk, entered into
a €130 million, or approximately $150 million, five-year unsecured, revolving
credit facility.  Mohawk has guaranteed the obligations of Mohawk International
and any of Mohawk's other subsidiaries that become borrowers under this
facility.  Mohawk International entered into the facility in connection with
the closing of the transactions contemplated by the Share Purchase Agreement
dated July 2, 2005, by and between Cigales SAK and Mohawk, pursuant to which an
indirect subsidiary of Mohawk acquired all of the outstanding shares of Unilin
Holdings NV.  Additional details regarding this facility are set forth in Item
2.03 of this report.

Item 2.03   Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant

As noted in Item 1.01 of this
report, on November 8, 2005, Mohawk International Holdings S.à r.l, an indirect
subsidiary of Mohawk, entered into a €130 million, or approximately $150
million, five-year unsecured, revolving credit facility.  This facility matures
on November 8, 2010.  This facility bears interest at EURIBOR plus an indexed
amount based on the senior, unsecured, long-term debt rating of Mohawk.  Mohawk
has guaranteed the obligations of Mohawk International and any of Mohawk's
other subsidiaries that become borrowers under this facility.  The proceeds of
this facility will be used for general corporate purposes.

The facility includes certain
covenants and events of default that impose restrictions on Mohawk's financial
and business operations.  These covenants and events of default are
substantially the same as the covenants and defaults of the approximately $1.5
billion five-year senior, unsecured, revolving credit and term loan facility
and the $1.5 billion 364-day senior, unsecured, bridge term loan facility
entered into by Mohawk on October 28, 2005.

The foregoing summary of the
facility is qualified in its entirety by reference to the facility, which is
attached hereto as Exhibit 10.1 and incorporated herein by reference. 
 





Item 9.01. Financial Statements, Pro Forma Financial 
Information and Exhibits.





(d)  Exhibits





10.1 Five Year Credit Agreement
  dated as of November 8, 2005, by and among Mohawk International Holdings S.à
  r.l., each of the Banks party thereto from time to time, and KBC Bank, N.V.,
  as Administrative Agent.





 







SIGNATURES



 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.




 
  
  
                                                                                                            Mohawk
  Industries, Inc.
  
 
 
  
  
                                                                                                          
  
  
  
 
 
  
  
                  
  Date: November  9, 2005                                               By:
   
  /s/ MICHEL S. VERMETTE
  
 
 
  
  
                                                                                                                  
  Michel S. Vermette
  
 
 
  
  
                                                                                                            
  V.P.  & Corporate Controller
  
 


























INDEX TO EXHIBITS



Exhibit

 

10.1 Five Year Credit Agreement
  dated as of November 8, 2005, by and among Mohawk International Holdings S.à
  r.l., each of the Banks party thereto from time to time, and KBC Bank, N.V.,
  as Administrative Agent.