0000029332-01-500003 Sample Contracts

April 30, 2001
Dixie Group Inc • May 15th, 2001 • Carpets & rugs

Ladies and Gentlemen: We refer to that certain Credit Agreement, dated as of March 31, 1998, as amended by that certain First Amendment to Credit Agreement, effective December 26, 1998, as further amended by that certain Second Amendment to Credit Agreement, effective October 5, 2000, and as further amended by that certain Third Amendment to Credit Agreement, effective as of November 2, 2000 ("Credit Agreement") by and among The Dixie Group, Inc., a Tennessee corporation (the "Borrower"), SunTrust Bank, formerly known as SunTrust Bank, Atlanta, a Georgia banking corporation ("SunTrust"), the other banks and lending institutions from time to time party thereto, and any assignees of SunTrust or such other banks and lending institutions, (SunTrust, and such other banks, lending institutions, and assignees referred to collectively as "Lenders"), SunTrust Bank, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and Bank of America, N.A., formerly known

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AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Amended and Restated Stock Purchase Agreement • May 15th, 2001 • Dixie Group Inc • Carpets & rugs • California

This Amended and Restated Stock Purchase Agreement is entered into as of September 8, 2000, by and among The Dixie Group, Inc., a Tennessee corporation ("Dixie"), and Scott D. Guenther ("Guenther"), Royce R. Renfroe ("Renfroe") and the Albert A. Frink and Denise Frink Charitable Remainder Unitrust and the Albert A. Frink Loving Trust (the "Trusts") (Guenther, Renfroe and the Trusts collectively, "Stockholders"). Dixie and Stockholders are sometimes each referred to separately herein as a "Party" and are sometimes collectively referred to herein as the "Parties."

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • May 15th, 2001 • Dixie Group Inc • Carpets & rugs • California

THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of September 8, 2000, by and between The Dixie Group, Inc., a Tennessee corporation ("Dixie"), and Royce R. Renfroe (the "Secured Party").

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