0000029332-12-000079 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • November 5th, 2012 • Dixie Group Inc • Carpets & rugs

This Intercreditor Agreement (this “Agreement”) is entered this 2nd day of November, 2012, by and among WELLS FARGO CAPITAL FINANCE, LLC, as agent for a syndicate of lenders (“Revolving Agent”), and WELLS FARGO BANK, N.A. (“Term Agent”; together with Revolving Agent, the “Agents”), relative to credit facilities now or hereafter extended to THE DIXIE GROUP, INC., a Tennessee corporation (“Dixie”), CANDLEWICK YARNS, LLC, an Alabama limited liability company (“Candlewick”), FABRICA INTERNATIONAL, INC., a California corporation (“Fabrica”), MASLAND CARPETS, LLC, a Georgia limited liability company (“Masland”; together with Dixie, Candlewick and Fabrica, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), and LINEAGE PCR, INC., a Delaware corporation (the “Seller”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 5th, 2012 • Dixie Group Inc • Carpets & rugs

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 2, 2012, is entered into by and among THE DIXIE GROUP, INC., a Tennessee corporation (“Dixie”), CANDLEWICK YARNS, LLC, an Alabama limited liability company (“Candlewick”), FABRICA INTERNATIONAL, INC., a California corporation (“Fabrica”), MASLAND CARPETS, LLC, a Georgia limited liability company (“Masland”; together with Dixie, Candlewick and Fabrica, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), THE PERSONS IDENTIFIED AS THE LENDERS ON THE SIGNATURE PAGES HERETO (the “Lenders”), and WELLS FARGO BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 5th, 2012 • Dixie Group Inc • Carpets & rugs

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 2, 2012, is entered into by and among THE DIXIE GROUP, INC., a Tennessee corporation (“Dixie”), CANDLEWICK YARNS, LLC, an Alabama limited liability company (“Candlewick”), FABRICA INTERNATIONAL, INC., a California corporation (“Fabrica”), MASLAND CARPETS, LLC, a Georgia limited liability company (“Masland”; together with Dixie, Candlewick and Fabrica, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), THE PERSONS IDENTIFIED AS THE LENDERS ON THE SIGNATURE PAGES HERETO (the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).

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