EXHIBIT 10.15


                        SIXTH AMENDMENT AND WAIVER TO THE
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                                      Dated as of March 16, 2000

                  SIXTH AMENDMENT AND WAIVER TO THE THIRD AMENDED AND RESTATED
CREDIT AGREEMENT (this "Amendment and Waiver") among Glenoit Corporation (the
"Borrower"), the Lenders named in the Credit Agreement (defined below) (the
"Lenders"), Banque Nationale de Paris (the "Agent"), as Agent, Arranger, Issuing
Bank and Swing Line Bank, Fleet National Bank, as Syndication Agent, and LaSalle
National Bank, as Documentation Agent.

                  PRELIMINARY STATEMENTS:

                  (1) The Borrower, the Lenders, the Agent, the Arranger, the
Issuing Bank, the Swing Line Bank, the Syndication Agent and the Documentation
Agent have entered into a Third Amended and Restated Credit Agreement, dated as
of February 12, 1999 (as the same may be amended and modified from time to time,
the "Credit Agreement"). Capitalized terms not otherwise defined in this
Amendment and Waiver have the same meanings as specified in the Credit Agreement
as amended hereby.

                  (2) Section 2.06(b)(ii) of the Credit Agreement provides that
the Borrower is obligated to prepay an aggregate principal amount of Working
Capital Advances, Swing Line Advances and Letter of Credit Advances in an amount
by which such Advances plus the Available Amount of all Letters of Credit then
outstanding (together with such Advances, the "Outstanding Amount") exceeds the
Loan Value of Eligible Collateral, based upon the most recent Borrowing Base
Certificate.

                  (3) On February 23, 2000, Borrower delivered to the Agent a
Borrowing Base Certificate dated February 23, 2000 (the "February BB
Certificate") reflecting that the Outstanding Amount exceeded the Loan Value of
Eligible Collateral. The Borrower was then obligated under Section 2.06(b)(ii)
of the Credit Agreement to make a principal prepayment in the approximate amount
of $2,000,000, which the Borrower failed to make.

                  (4) The failure of the Borrower to make the principal
prepayment required by Section 2.06(b)(ii) of the Credit Agreement as aforesaid
constitutes on Event of Default under Section 6.01(a) of the Credit Agreement
(the "Section 2.06(b)(ii) Event of Default"), which the Borrower has
acknowledged by its letter to the Agent, dated February 23, 2000.

                  (5) The Lenders are prepared to waive the aforesaid Section
2.06(b)(ii) Event of Default on the conditions, for the limited period and for
the limited purposes hereinafter set forth.

                  SECTION 1. Waivers. Subject to the conditions precedent set
forth in Section 3 hereof, the Lenders hereby waive the Section 2.06(b)(ii)
Event of Default, solely for the purposes of Sections 6.01 and 3.02 of the
Credit Agreement, which waiver shall be effective only for the period beginning
on the date hereof and ending on April 10, 2000 (the "Waiver Period"); provided,
however, that (a) the aggregate Available Amount of all Letters of Credit then
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outstanding shall not at any time exceed an amount equal to $48.314 million less
the sum of (x) the Working Capital Advances, (y) the Swing Line Advances, and
(z) the Letter of Credit Advances at the time outstanding and (b) Working
Capital Advances shall not at any time exceed $45 million. The foregoing waiver
shall not be effective for purposes of any other provision of the Credit
Agreement or any other Default or Event of Default thereunder, now existing or
arising in the future, including, without limitation, any other payment at any
time due under Section 2.06(b)(ii) of the Credit Agreement, and the Borrower
concedes that, notwithstanding the effectiveness of this Amendment and Waiver,
after the Waiver Period, the Lenders remain under no obligation to make any
Advances by reason of the Section 2.06(b)(ii) Event of Default.

                  SECTION 2. Amendments.

                  (a) During the Waiver Period, Section 5.01(m) of the Credit
         Agreement shall be amended by replacing all references to "15 days",
         "30 days" and "60 days" therein to "10 days".

                  (b) During the Waiver Period, Section 2.01(e) shall be amended
         by adding the following language at the end of such Section:

                           Anything to the contrary set forth in the Loan
                  Documents notwithstanding, (i) no Standby Letters of Credit
                  shall be issued hereunder and issuance of Letters of Credit
                  shall be limited solely to Trade Letters of Credit, and (ii)
                  two Business Days prior to the issuance of any Trade Letter of
                  Credit, the Borrower shall provide, with respect to such Trade
                  Letter of Credit, documentation to the Agent describing the
                  recipient, amount and purpose of such Trade Letter of Credit,
                  including, without limitation, the customer for whose benefit
                  the Inventory (the payment for which is to be secured by the
                  proposed Trade Letter of Credit) is being ordered.


                  SECTION 3. Conditions of Effectiveness of Amendment and
Waiver. This Amendment and Waiver shall become effective as of the date first
above written when, and only when, the following conditions precedent shall have
been satisfied:

                  (a) The Agent shall have received counterparts of this
         Amendment and Waiver executed by the Borrower, the Agent and the
         required number of Lenders.

                  (b) The Borrower shall have reimbursed or otherwise paid all
         reasonable costs and expenses of the Agent paid or incurred in
         connection with the Borrower or the Credit Agreement, including,
         without limitation, in connection with the preparation, execution,
         delivery and administration of this Amendment and Waiver (including,
         without limitation, (a) all outstanding fees and disbursements of
         Shearman & Sterling and Kramer Levin Naftalis & Frankel LLP in their
         capacity as counsel to the Agent, and (b) a retainer in the amount of
         [$75,000] to Zolfo Cooper LLP, in its capacity as consultant to the
         Agent's counsel ("Zolfo Cooper")).

                  (c) The Borrower shall have agreed to be bound by the terms of
         a retention agreement (the "Retention Agreement"), in form reasonably
         satisfactory to the Agent,

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         pursuant to which Zolfo Cooper shall be retained as consultant to the
         Agent's counsel in respect of the Credit Agreement.

                  SECTION 4. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

                  (a) Each Loan Party is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         organization.

                  (b) The execution, delivery and performance by the Borrower of
         this Amendment and Waiver and the Loan Documents, as amended hereby, to
         which it is or is to be a party, is within the Borrower's corporate
         powers, has been duly authorized by all necessary corporate action and
         does not (i) contravene the Borrower's charter or by-laws, (ii) violate
         any law (including, without limitation, the Securities Exchange Act of
         1934, as amended, and the Racketeer Influenced and Corrupt
         Organizations Chapter of the Organized Crime Control Act of 1970), rule
         or regulation (including, without limitation, Regulation X of the Board
         of Governors of the Federal Reserve System), or any order, writ,
         judgment, injunction, decree, determination or award, binding on or
         affecting the Borrower or any of its Subsidiaries or any of their
         properties, (iii) conflict with or result in the breach of, or
         constitute a default under, any contract, loan agreement, indenture,
         mortgage, deed of trust, lease or other instrument binding on or
         affecting the Borrower, any of its Subsidiaries or any of their
         properties or (iv) except for the Liens created under the Loan
         Documents, result in or require the creation or imposition of any Lien
         upon or with respect to any of the properties of the Borrower or any of
         its Subsidiaries.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery,
         recordation, filing or performance by the Borrower of this Amendment
         and Waiver or any of the Loan Documents, as amended hereby, to which it
         is or is to be a party.

                  (d) With the exception of the Section 2.06(b)(ii) Event of
         Default described herein, there are no other Defaults or Events of
         Default by Borrower as of the date hereof.

                  (e) This Amendment and Waiver has been duly executed and
         delivered by the Borrower. This Amendment and Waiver and each of the
         Loan Documents, as amended hereby, to which the Borrower is a party are
         legal, valid and binding obligations of the Borrower, enforceable
         against the Borrower in accordance with their respective terms, except
         as enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium or other laws relating to or limiting
         creditors' rights or by equitable principles generally.

                  (f) There is no action, suit, investigation, litigation or
         proceeding affecting the Borrower or any of its Subsidiaries
         (including, without limitation, any Environmental Action) pending or
         threatened before any court, governmental agency or arbitrator that (i)
         would be reasonably likely to have a Material Adverse Effect or (ii)
         purports to affect

                                      -3-
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         the legality, validity or enforceability of this Amendment and Waiver
         or any of the Loan Documents, as amended hereby.

                  SECTION 5. Covenants of the Borrower. In consideration of the
waiver granted hereby by the Lenders, the Borrower covenants and agrees as
follows:

                  (a) Both during and after the Waiver Period, the Borrower
         shall, and shall cause each other Loan Party to, fully cooperate with
         Zolfo Cooper in Zolfo Cooper's performance of its duties under the
         Retention Agreement; offer Zolfo Cooper reasonable access to its
         facilities, books and records; furnish promptly to Zolfo Cooper all
         information concerning its business, properties, personnel and
         financial performance as Zolfo Cooper shall reasonably request; and
         make available to Zolfo Cooper such of its personnel and its
         professional advisors as Zolfo Cooper shall reasonably request for the
         understanding of the business, property, personnel and financial
         performance of the Borrower and the other Loan Parties.

                  (b) During the Waiver Period, the Borrower shall, and shall
         cause each other Loan Party to, conduct its business, only in the
         regular and ordinary course of business consistent with past practice.

                  (c) Both during and after the Waiver Period, in addition to
         any and all reporting by the Borrower required by the Loan Documents,
         until otherwise directed by the Agent, the Borrower shall furnish to
         the Agent as of the end of each calendar week not later than five
         Business Days after the end of such calendar week, a summary of cash
         disbursements and deposits for such week, as well as an accounts
         receivable aging report as of the end of such week.

                  (d) The covenants contained in this Section 5 are in addition
         to, and not in derogation or limitation of, any other covenants,
         agreements or obligations of the Loan Parties under the Loan Documents.

                  SECTION 6. Reference to and Effect on the Credit Agreement and
the Loan Documents. (a) On and after the effectiveness of this Amendment and
Waiver, each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment and Waiver.

                  (b) The Credit Agreement, the Notes and each of the other Loan
         Documents, as specifically amended by this Amendment and Waiver, are
         and shall continue to be in full force and effect and are hereby in all
         respects ratified and confirmed. Without limiting the generality of the
         foregoing, the Collateral Documents and all of the Collateral described
         therein do and shall continue to secure the payment of all Obligations
         of the Loan Parties under the Loan Documents, in each case as amended
         by this Amendment and Waiver.

                                      -4-
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                  (c) The Borrower hereby agrees that (i) the Borrower is truly
         and justly indebted to the Secured Parties, without defense,
         counterclaim or offset of any kind in the full amount of the Secured
         Obligations and (ii) the Secured Obligations are secured by valid,
         perfected, enforceable and unavoidable first priority Liens and
         security interests upon the Collateral senior to all other security
         interests and liens upon the Collateral (except as set forth in the
         Third Amended and Restated Security Agreement and the Credit
         Agreement), granted by the Loan Parties to the Agent for the ratable
         benefit of the Secured Parties.

                  (d) The execution, delivery and effectiveness of this
         Amendment and Waiver shall not, except as expressly provided herein,
         operate as a waiver of any right, power or remedy of any Lender Party
         or the Agent under any of the Loan Documents, nor constitute a waiver
         of any provision of any of the Loan Documents.

                  SECTION 7. Fees; Costs and Expenses. The Borrower agrees to
pay on demand all reasonable costs and expenses of the Agent in connection with
the preparation, execution, delivery and administration, modification and
amendment of this Amendment and Waiver and the other instruments and documents
to be delivered hereunder (including, without limitation, the reasonable fees
and disbursements of counsel and financial advisor to the Agent) in accordance
with the terms of Section 8.04 of the Credit Agreement.

                  SECTION 8. Execution in Counterparts. This Amendment and
Waiver may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement. Delivery of an executed counterpart of a signature page to
this Amendment and Waiver by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment and Waiver.

                  SECTION 9. Governing Law. This Amendment and Waiver shall be
governed by, and construed in accordance with, the laws of the State of New
York.

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be executed by their respective officers thereunto duly
authorized, as of the date first above written.



                                  GLENOIT CORPORATION



                                  By s/s Thomas J. O'Gorman
                                     ------------------------------------------
                                  Name:  Thomas J. O'Gorman
                                  Title: President and Chief Executive Officer


                                  AGENT
                                  -----

                                  BANQUE NATIONALE DE PARIS,
                                           as Agent and as a Lender


                                  By s/s David A. Barcus
                                     ------------------------------------------
                                  Name:  David A. Barcus
                                  Title: Director

                                  By s/s Elie Doft
                                     ------------------------------------------
                                  Name:  Elie Doft
                                  Title: Associate



                                  LENDERS
                                  -------

                                  BOEING CAPITAL CORPORATION


                                  By
                                  Name:
                                  Title:


                                  CENTURA BANK


                                  By s/s Lowry D. Perry
                                     ------------------------------------------
                                  Name:  Lowry D. Perry
                                  Title: Bank Officer

                                      -6-
<PAGE>
                                     COMERICA


                                     By s/s James A. Grossett
                                     ------------------------------------------
                                     Name:  James A. Grossett
                                     Title: First Vice President


                                     DEUTSCHE FINANCIAL SERVICES


                                     By s/s Stephen D. Mitts
                                     ------------------------------------------
                                     Name:  Stephen D. Mitts
                                     Title: Vice President


                                     FIRST SOURCE FINANCIAL LLP,
                                     By First Source Financial, Inc., as its
                                            Agent/Manager


                                     By s/s Robert M. Horak
                                     ------------------------------------------
                                     Name:  Robert M. Horak
                                     Title: Vice President


                                     FLEET BANK, N.A.


                                     By s/s Paul Chau
                                     ------------------------------------------
                                     Name:  Paul Chau
                                     Title: Senior Vice President

                                     FLOATING RATE PORTFOLIO

                                     INVESCO Senior Secured Management
                                     Inc., as attorney in fact


                                     By s/s Gregory Stoeckle
                                     ------------------------------------------
                                     Name:  Gregory Stoeckle
                                     Title:

                                      -7-
<PAGE>
                                       LASALLE BANK NATIONAL ASSOCIATION


                                       By s/s Kristen J. Lindberg
                                          -------------------------------------
                                       Name:  Kristen J. Lindberg
                                       Title: Corporate Banking Officer
                                              Leveraged Finance

                                       KZH ING-1 LLC


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


                                       KZH ING-2 LLC


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


                                       KHZ ING-3 LLC


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

                                       METROPOLITAN LIFE
                                                INSURANCE COMPANY


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


                                      -8-
<PAGE>
                                     VAN KAMPEN SENIOR FLOATING
                                              RATE FUND


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


                                     VAN KAMPEN PRIME RATE
                                              INCOME TRUST


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


                                     FLEET BUSINESS CREDIT CORPORATION


                                     By s/s Mark Pickering
                                        ---------------------------------------
                                     Name:  Mark Pickering
                                     Title: Vice President




                                      -9-