Effective November 2, 2012, the Company and certain of its subsidiaries entered into that certain First Amendment to Credit Agreement dated as of November 2, 2012 (the "First Amendment to Wells Fargo Credit Agreement"), with respect to the Existing Credit Agreement dated as of September 13, 2012 (as defined in the First Amendment to Wells Fargo Credit Agreement); and that certain First Amendment to Credit Agreement dated as of November 2, 2012 (the "First Amendment to Wells Fargo Capital Finance Credit Agreement"), with respect to the Existing Credit Agreement dated as of September 13, 2012 (as defined in the First Amendment to Wells Fargo Capital Finance Credit Agreement).

Each of the First Amendment to Wells Fargo Credit Agreement and the First Amendment to Wells Fargo Capital Finance Credit Agreement amended the respective Existing Credit Agreements to modify the definitions of EBITDA, Net Income and Permitted Purchase Money Indebtedness to effectively exclude up to $2,000,000.00 of costs related to the Company's purchase of a continuous dyeing facility, including continuous dye line equipment and related real estate. The purchase was financed by the Seller.

Additionally, effective November 2, 2012, Wells Fargo Capital Finance LLC, as agent, and Wells Fargo Bank, N.A. as agent, entered into an Intercreditor Agreement with the Dixie Group, Inc. and certain of its subsidiaries and Lineage PCR, Inc. (as Seller) to effectively subordinate the interests of the lenders under the Wells Fargo Capital Finance Existing Credit Agreement and the Wells Fargo Bank Existing Credit Agreement to the interests of the Seller, and to facilitate the Seller financing of the sale of the Colormaster Facility.

The Dixie Group, Inc. has announced that it has acquired the Colormaster carpet dyeing facility in Calhoun, Georgia from Lineage PCR, Inc.

(c) Exhibits
(99.1) Press Release dated November 5, 2012.

(d) Exhibits

10.01              First Amendment to Credit Agreement dated as of November 2,
                   2012, by and among The Dixie Group, Inc. certain of its
                   subsidiaries and Wells Fargo Bank, N.A. as Agent and the
                   persons identified as Lenders therein.


10.02              First Amendment to Credit Agreement dated as of November 2,
                   2012, by and among The Dixie Group, Inc. certain of its
                   subsidiaries and Wells Fargo Capital Finance, LLC as Agent and
                   the persons identified as Lenders therein.


10.03              Intercreditor Agreement dated as of November 2, 2012 by and
                   among Wells Fargo Capital Finance, LLC and Wells Fargo Bank,
                   N.A as agents and The Dixie Group, Inc. and certain of its
                   subsidiaries.