Exhibit 10SS


                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second  Amendment") is
dated as November 19, 1999 among GUILFORD MILLS, INC. (the "Borrower"), WACHOVIA
BANK,  N.A.  (successor by merger to Wachovia Bank of Georgia,  N.A.),  as Agent
(the "Agent"),  and WACHOVIA BANK, N.A. (successor by merger to Wachovia Bank of
North Carolina,  N.A.), BANK OF  TOKYO-MITSUBISHI,  LTD. (successor by merger to
Bank of Tokyo,  Ltd.),  FIRST UNION NATIONAL BANK  (successor by merger to First
Union National Bank of North Carolina), SUNTRUST BANK, ATLANTA, BANK OF AMERICA,
N.A.  (formerly  NationsBank,  N.A.,  successor by merger to  NationsBank,  N.A.
(Carolinas)),  BANK  ONE,  NA  (formerly  the  First  National  Bank of  Chicago
(assignee of NBD BANK) and ABN AMRO BANK, N.V. (collectively, the "Banks");

                              W I T N E S S E T H:

         WHEREAS,  the Borrower,  the Agent and the Banks executed and delivered
that certain  Credit  Agreement,  dated as of September  26, 1995, as amended by
First  Amendment  to  Credit  Agreement  dated as of May 5,  1999  (the  "Credit
Agreement");

         WHEREAS,  the Borrower has  requested  and the Agent and the Banks have
agreed to certain  amendments to the Credit Agreement,  subject to the terms and
conditions hereof;

         NOW,  THEREFORE,  for and in  consideration  of the above  premises and
other good and  valuable  consideration,  the receipt and  sufficiency  of which
hereby is acknowledged by the parties  hereto,  the Borrower,  the Agent and the
Banks hereby covenant and agree as follows:

     1. Definitions.  Unless otherwise  specifically  defined herein,  each term
used  herein  which is defined in the Credit  Agreement  shall have the  meaning
assigned  to such term in the Credit  Agreement.  Each  reference  to  "hereof",
"hereunder",  "herein" and "hereby" and each other  similar  reference  and each
reference to "this Agreement" and each other similar reference  contained in the
Credit  Agreement  shall  from and after  the date  hereof  refer to the  Credit
Agreement as amended hereby.

     2.  Amendment  to  Section  5.15.  Section  5.15  of  the Credit  Agreement
hereby is deleted and the following is substituted therefor:


                           SECTION 5.15. Loans or Advances. Neither the Borrower
         nor any of its Subsidiaries  shall make loans or advances to any Person
         except as permitted  by Section 5.16 and except:  (i) loans or advances
         to employees not exceeding $1,000,000 in the aggregate principal amount
         outstanding  at any time,  in each case made in the ordinary  course of
         business and consistent  with practices  existing on July 2, 1995; (ii)
         deposits   required  by  landlords,   government   agencies  or  public
         utilities;  (iii) loans or advances to the Borrower or any Guarantor or
         permitted pursuant to the Consent and Waiver dated as of March 31, 1999
         among  the  Borrower,  the  Agent  and  the  Banks  pertaining  to  "UK
         Intercompany  Loans" (as  defined  therein);  and (iv)  other  loans or
         advances  in an  aggregate  outstanding  amount  which,  together  with
         Investments  permitted by clause  (viii) of Section 5.16, do not exceed
         (x) for the period from the First  Amendment Date through and including
         March 31, 2000, 20% of Consolidated  Tangible Net Worth, and (y) at all
         other times,  10% of  Consolidated  Tangible Net Worth;  provided  that
         after giving effect to the making of any loans or advances permitted by
         clause (iv) of this Section, if there are any Loans outstanding at that
         time, no Default shall be in existence or be created thereby.

     3.  Amendment  to  Section 5.16.  Section  5.16  of  the  Credit  Agreement
hereby is deleted and the following is substituted therefor:


                           SECTION 5.16.  Investments.  Neither the Borrower nor
         any of its Subsidiaries  shall make Investments in any Person except as
         permitted  by  Section  5.15  and  except  (i)  Investments  in  direct
         obligations of the United States  Government  maturing within one year,
         (ii) Investments in certificates of deposit issued by a commercial bank
         whose  credit  is  satisfactory  to the  Agent,  (iii)  Investments  in
         commercial  paper  rated A1 or the  equivalent  thereof  by  Standard &
         Poor's  Rating  Group,  a division  of  McGraw-Hill,  Inc. or P1 or the
         equivalent  thereof by Moody's  Investors  Service,  Inc. and in either
         case  maturing  within 6 months  after  the date of  acquisition,  (iv)
         Investments  in  tender  bonds  the  payment  of the  principal  of and
         interest on which is fully  supported by a letter of credit issued by a
         United States bank whose long-term certificates of deposit are rated at
         least AA or the equivalent thereof by Standard & Poor's Corporation and
         Aa or the equivalent  thereof by Moody's Investors  Service,  Inc., (v)
         Investments  in  the  Borrower  or  any  Guarantor,   (vi)  Investments
         consisting of acquisitions of stock or assets of any Person which is in
         the  same or a  similar  line  of  business  to  that  of the  Borrower
         (including,  without  limitation,   manufacturing,   sales,  marketing,
         distribution or other activities relating to components or end-products
         used or produced in the textile, fabric, garment or apparel industries)
         and which, as a result of such acquisition, becomes a Subsidiary, (vii)
         Investments in Persons which are not  Subsidiaries  of the Borrower and
         which  are in the same or a  similar  line of  business  to that of the
         Borrower  (including  those lines of business  described in clause (vi)
         above) in an aggregate  amount not to exceed 10% of Consolidated  Total
         Assets and (viii) other  Investments  in an aggregate  which,  together
         with loans and advances  permitted by clause (iv) of Section  5.15,  do
         not exceed (x) for the period from the First Amendment Date through and
         including March 31, 2000, 20% of Consolidated  Tangible Net Worth,  and
         (y)  at all  other  times,  10% of  Consolidated  Tangible  Net  Worth;
         provided  that after  giving  effect to the  making of any  Investments
         permitted  by clauses (vi) or (vii) of this  Section,  if there are any
         Loans  outstanding at that time, no Default shall be in existence or be
         created thereby.

     4.       Amendment to Exhibit F (Compliance Certificate).  Exhibit F hereby
     is amended by  deleting  paragraphs  1 and 2 thereof and  substituting  the
     following therefor:

         1.       Loans and Advances (Section 5.15)

                  Neither the  Borrower nor any of its  Subsidiaries  shall make
                  loans or advances to any Person except as permitted by Section
                  5.16 and  except:  (i)  loans or  advances  to  employees  not
                  exceeding   $1,000,000  in  the  aggregate   principal  amount
                  outstanding  at any time,  in each  case made in the  ordinary
                  course of business and consistent  with practices  existing on
                  July 2, 1995; (ii) deposits required by landlords,  government
                  agencies or public  utilities;  (iii) loans or advances to the
                  Borrower or any Guarantor or permitted pursuant to the Consent
                  and Waiver dated as of March 31, 1999 among the Borrower,  the
                  Agent and the Banks pertaining to "UK Intercompany  Loans" (as
                  defined  therein);  and (iv)  other  loans or  advances  in an
                  aggregate  outstanding amount which, together with Investments
                  permitted by clause  (viii) of Section 5.16, do not exceed (x)
                  for the  period  from the First  Amendment  Date  through  and
                  including  March 31, 2000,  20% of  Consolidated  Tangible Net
                  Worth,  and  (y)  at all  other  times,  10%  of  Consolidated
                  Tangible Net Worth;  provided  that after giving effect to the
                  making of any loans or  advances  permitted  by clause (iv) of
                  this Section, if there are any Loans outstanding at that time,
                  no Default shall be in existence or be created thereby.

                  (a)      To Employees                         $__________

                           Limitation                           $1,000,000

                  (b)      other loans and advances
                           pursuant to clause (iv)              $__________

                  (c)      sum of (b) and amount in line (c)
                           of paragraph 2 below                 $__________

                  (d)      [10%] [20%] of Consolidated Tangible
                           Net Worth                            $__________

                           Limitation   (c) may not exceed (d)

         2.       Investments (Section 5.16)

                  Neither the  Borrower nor any of its  Subsidiaries  shall make
                  Investments  in any Person except as permitted by Section 5.15
                  and except (i) Investments in direct obligations of the United
                  States  Government  maturing within one year, (ii) Investments
                  in  certificates  of deposit issued by a commercial bank whose
                  credit is  satisfactory  to the Agent,  (iii)  Investments  in
                  commercial  paper  rated  A1  or  the  equivalent  thereof  by
                  Standard & Poor's  Rating  Group,  a division of McGraw- Hill,
                  Inc.  or P1 or the  equivalent  thereof by  Moody's  Investors
                  Service,  Inc.  and in either  case  maturing  within 6 months
                  after  the date of  acquisition,  (iv)  Investments  in tender
                  bonds the payment of the principal of and interest on which is
                  fully  supported  by a letter  of  credit  issued  by a United
                  States bank whose long-term  certificates of deposit are rated
                  at least AA or the  equivalent  thereof  by  Standard & Poor's
                  Corporation  and  Aa or  the  equivalent  thereof  by  Moody's
                  Investors  Service,  Inc., (v)  Investments in the Borrower or
                  any Guarantor,  (vi) Investments consisting of acquisitions of
                  stock  or  assets  of any  Person  which  is in the  same or a
                  similar line of business to that of the  Borrower  (including,
                  without   limitation,    manufacturing,    sales,   marketing,
                  distribution  or other  activities  relating to  components or
                  end-products used or produced in the textile,  fabric, garment
                  or  apparel  industries)  and  which,  as  a  result  of  such
                  acquisition,   becomes  a  Subsidiary,  (vii)  Investments  in
                  Persons which are not  Subsidiaries  of the Borrower and which
                  are in the same or a similar  line of  business to that of the
                  Borrower  (including  those  lines of  business  described  in
                  clause (vi) above) in an aggregate amount not to exceed 10% of
                  Consolidated  Total Assets and (viii) other  Investments in an
                  aggregate which, together with loans and advances permitted by
                  clause (iv) of Section  5.15, do not exceed (x) for the period
                  from the First  Amendment Date through and including March 31,
                  2000, 20% of Consolidated  Tangible Net Worth,  and (y) at all
                  other times, 10% of Consolidated  Tangible Net Worth; provided
                  that  after  giving  effect to the  making of any  Investments
                  permitted by clauses (vi) or (vii) of this  Section,  if there
                  are any Loans outstanding at that time, no Default shall be in
                  existence or be created thereby.

                  (a)      Investments in persons who are not
                           yet Subsidiaries pursuant to
                           clause (vii)                          $__________

                  (b)      10% of Consolidated Total Assets      $__________

                           Limitation    (a) may not exceed (b)

                  (c)      other Investments
                           pursuant to clause (viii)             $__________

                  (d)      sum of (c) and amount in line (b)
                           of paragraph 1 above                  $__________

                  (e)      [10%] [20%] of Consolidated Tangible
                           Net Worth                             $__________

                           Limitation   (d) may not exceed (e)

     5. Restatement of  Representations  and  Warranties.  The  Borrower  hereby
restates and renews each and every  representation and warranty  heretofore made
by it in the Credit  Agreement and the other Loan  Documents as fully as if made
on the date hereof and with specific  reference to this Second Amendment and all
other loan documents executed and/or delivered in connection herewith.

     6. Effect  of  Amendment. Except as  set forth  expressly  hereinabove, all
terms of the Credit  Agreement and the other Loan Documents  shall be and remain
in full force and effect,  and shall  constitute the legal,  valid,  binding and
enforceable  obligations of the Borrower.  The amendments contained herein shall
be deemed to have prospective  application only,  unless otherwise  specifically
stated herein.

     7. Ratification.  The Borrower hereby restates, ratifies and reaffirms each
and every term, covenant and condition set forth in the Credit Agreement and the
other Loan Documents effective as of the date hereof,  except that in about May,
1999, Altimira Centro de la Confeccion,  S.A. de C.V. became a joint venture 50%
owned by the Borrower, rather than a Subsidiary.

     8.  Counterparts.  This  Second  Amendment  may be executed  in any  number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so executed  and  delivered  shall be deemed to be an original and
all of which counterparts, taken together, shall constitute but one and the same
instrument.

     9.  Section  References.   Section  titles  and  references  used  in  this
Second  Amendment  shall be without  substantive  meaning or content of any kind
whatsoever  and  are not a part  of the  agreements  among  the  parties  hereto
evidenced hereby.

     10. No  Default.  To  induce  the Agent and  the Banks  to enter  into this
Second  Amendment  and to  continue  to make  advances  pursuant  to the  Credit
Agreement,  the Borrower  hereby  acknowledges  and agrees that,  as of the date
hereof, and after giving effect to the terms hereof, there exists (i) no Default
or Event of Default and (ii) no right of offset, defense, counterclaim, claim or
objection in favor of the Borrower  arising out of or with respect to any of the
Loans or other  obligations  of the Borrower  owed to the Banks under the Credit
Agreement.

     11. Further Assurances.  The  Borrower agrees  to take such further actions
as the Agent shall  reasonably  request in  connection  herewith to evidence the
amendments herein contained to the Borrower.

     12.  Governing  Law.  This  Second  Amendment  shall  be  governed  by  and
construed and  interpreted  in accordance  with,  the laws of the State of North
Carolina.

     13. Conditions Precedent. This Second Amendment shall become effective only
upon (i)  execution and delivery of this Second  Amendment by the Borrower,  the
Agent and the Required  Banks,  (ii)  execution  and delivery of the Consent and
Reaffirmation  of  Guarantors at the end hereof by each of the  Guarantors,  and
(iii)  payment to the Agent,  for the account of each Bank which  executes  this
Second  Amendment,  of an  amendment  fee in the  amount of $5,000 for each such
Bank,  and (iv) payment to the Agent,  for its own account,  of the fees payable
pursuant  to the  letter  agreement  between  the Agent and the  Borrower  dated
November 3, 1999.






                       [SIGNATURES CONTAINED ON NEXT PAGE]


<PAGE>


         IN WITNESS WHEREOF,  the Borrower,  the Agent and each of the Banks has
caused this  Second  Amendment  to be duly  executed,  under  seal,  by its duly
authorized officer as of the day and year first above written.


GUILFORD MILLS, INC.,      (SEAL)           WACHOVIA BANK, N.A.,      (SEAL)
as Borrower                                 as Agent and as a Bank


By: /s/ Terrence E. Geremski                By: /s/ Haywood Edmundson, V
    -------------------------                   ------------------------
   Title: Executive Vice President              Title:  Senior Vice President
          and Chief Financial Officer


BANK OF TOKYO-MITSUBISHI,  (SEAL)           FIRST UNION NATIONAL BANK,   (SEAL)
LTD., as a Bank                             as a Bank


By: /s/ Randy Glass                         By: /s/ Richard Rizzo, Jr.
   --------------------------                   ----------------------
   Title: Vice President                        Title:  Senior Vice President


SUNTRUST BANK, ATLANTA,     (SEAL)          BANK OF AMERICA, N.A. (formerly as
as a Bank                                   Nationsbank, N.A.),          (SEAL)
                                            as a Bank

By: /s/ Bradley J. Staples                  By: /s/ Leesa C. Sluder
    ----------------------                      -------------------------
    Title: Director                             Title: Managing Director


By:
    -----------------------
    Title


BANK ONE, NA (formerly The First            ABN AMRO BANK, N.V.,
National Bank of Chicago), as               a Bank                      (SEAL)
as a Bank                   (SEAL)

By: /s/ James F. Gable                      By:/s/ Mark Clegg, Jr.
    -------------------                        --------------------
    Title: Assistant Vice President            Title: Vice President


By:                                         By:/s/Robert A. Budnek
   --------------------                        --------------------
   Title:                                      Title: Vice President

<PAGE>


                     CONSENT AND REAFFIRMATION OF GUARANTORS

         Each of the  undersigned  (i)  acknowledges  receipt  of the  foregoing
Second Amendment to Credit Agreement (the "Second Amendment"),  (ii) consents to
the  execution and delivery of the Second  Amendment by the parties  thereto and
(iii)  reaffirms  all  of its  obligations  and  covenants  under  the  Guaranty
Agreement  dated as of  September  26, 1995  executed by Gold  Mills,  Inc.,  as
supplemented  by Second  Supplement to Guaranty  entered into by Raschel Fashion
Interknitting,  Ltd. and Curtains and Fabrics,  Inc., as additional  Guarantors,
and agrees that none of such  obligations and covenants shall be affected by the
execution and delivery of the Second  Amendment.  This Consent and Reaffirmation
may be executed in any number of counterparts and by different parties hereto in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed to be an original and all of which  counterparts,  taken together,  shall
constitute but one and the same instrument.

                                    GOLD MILLS, INC.                    (SEAL)

                                    By:/s/ Terrence E. Geremski
                                       ------------------------
                                       Title: Executive Vice President and
                                               Chief Financial Officer

                                    RASCHEL FASHION INTERKNITTING, LTD.  (SEAL)

                                    By:/s/ Terrence E. Geremski
                                       ------------------------
                                       Title:  Executive Vice President and
                                                 Chief Financial Officer

                                    CURTAINS AND FABRICS, INC.         (SEAL)

                                    By:/s/ Terrence E. Geremski
                                       ------------------------
                                       Title:  Executive Vice President and
                                                 Chief Financial Officer