0000029332-04-000004 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2004 • Dixie Group Inc • Carpets & rugs

This is an Amendment to the Employment Agreement (the "Agreement"), made and entered into the 20th day of November, 2002, by and between THE DIXIE GROUP, INC., a Corporation having its principal place of business at 185 South Industrial Boulevard, S.W., Calhoun, Georgia 30703-7010 (hereinafter referred to as the "Employer") and DAVID POLLEY, an individual residing at West Brow Road, Lookout Mountain, Tennessee (hereinafter referred to as the "Employee").

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SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 26th, 2004 • Dixie Group Inc • Carpets & rugs • Georgia

THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of November 12, 2003, by and among THE DIXIE GROUP, INC., a Tennessee corporation ("Borrower"), each of the subsidiaries of Borrower as guarantors ("Guarantors"), FLEET CAPITAL CORPORATION, a Rhode Island corporation ("Agent"), in its capacity as collateral and administrative agent for the Lenders (as defined in the Loan Agreement referenced below); CONGRESS FINANCIAL CORPORATION (SOUTHWEST), as successor to Congress Financial Corporation (Southern), as Co-Agent ("Co-Agent"); and Lenders.

SEVERANCE AGREEMENT AND RELEASE BETWEEN THE DIXIE GROUP, INC. and PAUL K. FRIERSON
Severance Agreement • March 26th, 2004 • Dixie Group Inc • Carpets & rugs

Paul K. Frierson is a salaried employee working in The Dixie Group, Inc.'s North Georgia Business Unit. Because of business conditions, The Dixie Group, Inc. is conducting a reduction in force among salaried employees in its North Georgia and Shared Services Business Units. As part of this reduction in force, your employment will end on July 31, 2003, which is the employee's "release date." In this Agreement "Employee" means Paul K. Frierson, and "Dixie" means The Dixie Group, Inc. The purpose of this Severance Agreement and Release (the "Agreement") is to state the conditions of Employee's termination and to resolve any dispute that might exist between Employee and Dixie.

MASTER LEASE AGREEMENT (OFF BALANCE SHEET - SYNTHETIC)
Master Lease Agreement • March 26th, 2004 • Dixie Group Inc • Carpets & rugs

THIS MASTER LEASE AGREEMENT, dated as of October 14, 2003 ("Agreement"), between General Electric Capital Corporation, with an office at 1000 Windward Concourse, Suite 403, Alpharetta, Georgia 30005 (hereinafter called, together with its successors and assigns, if any, "Lessor"), and THE DIXIE GROUP, INC., a Corporation organized and existing under the laws of the State of Tennessee (the "State") with its mailing address and chief place of business at 185 S. Industrial Blvd.; Calhoun, Georgia 30701 (hereinafter called "Lessee").

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