0000029332-04-000042 Sample Contracts

CHROMA TRANSITION AGREEMENT
Chroma Transition Agreement • November 12th, 2004 • Dixie Group Inc • Carpets & rugs • Georgia

THIS CHROMA TRANSITION AGREEMENT (this "Agreement"), dated as of the 8th day of November, 2004, among Collins & Aikman Floorcoverings, Inc., a Delaware corporation ("C&A"), as guarantor of the obligations of Monterey Carpets, Inc., a California corporation and a wholly-owned subsidiary of C&A ("Monterey Carpets"), Monterey Carpets, Monterey Color Systems, Inc., a California corporation and a wholly-owned subsidiary of Monterey Carpets ("MSCI"), Chroma Technologies, Inc., a California corporation ("CTI"), and a wholly-owned subsidiary of The Dixie Group, Inc., a Tennessee corporation ("Dixie"), Dixie, as guarantor of the obligations of CTI, and Chroma Systems Partners, a California general partnership ("Chroma").

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FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 12th, 2004 • Dixie Group Inc • Carpets & rugs • Georgia

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") is made and entered into this 10th day of November, 2004, 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); and Lenders.

The Dixie Group, Inc. 2208 South Hamilton Street Dalton, Georgia 30721 Attention: President Ladies and Gentlemen:
Dixie Group Inc • November 12th, 2004 • Carpets & rugs • Georgia

Reference is made to that certain Amended and Restated Loan and Security Agreement dated April 14, 2004 (as at any time amended, the "Loan Agreement"), 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, in its capacity as collateral and administrative agent (together with its successors in such capacity, "Agent") for the various financial institutions party thereto from time to time (the "Lenders"), and Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

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