<PAGE>

EXHIBIT 10.3

                                FOURTH AMENDMENT TO
                       AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Fourth Amendment"), dated as of October 8, 1999, to be effective as of
October 1, 1999, is entered into among PILLOWTEX CORPORATION, a Texas
corporation (the "Borrower"), the institutions listed on the signature pages
hereof that are parties to the Credit Agreement defined below (collectively, the
"Lenders"), and BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.,
successor by merger to NationsBank of Texas, N.A.), as Administrative Agent (in
said capacity, the "Administrative Agent").

                                     BACKGROUND

     A.     The Borrower, the Lenders and the Administrative Agent are parties
to that certain Amended and Restated Credit Agreement, dated as of December 19,
1997, amended by a First Amendment to Amended and Restated Credit Agreement,
dated as of June 19, 1998, a Second Amendment to Amended and Restated Credit
Agreement, dated as of July 28, 1998, and a Third Amendment to Amended and
Restated Credit Agreement dated as of March 12, 1999 (the "Credit Agreement";
the terms defined in the Credit Agreement and not otherwise defined herein shall
be used herein as defined in the Credit Agreement).

     B.     The Borrower, the Lenders and the Administrative Agent desire to
make certain amendments to the Credit Agreement.

     NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders and the Administrative Agent covenant and agree as follows:

     1.     AMENDMENTS TO CREDIT AGREEMENT.

     (a.)     SECTION 1.1 of the Credit Agreement is hereby amended by deleting
the definition of Applicable Base Rate Margin in its entirety and substituting
the following in lieu thereof:

          "'APPLICABLE BASE RATE MARGIN' means the following per annum
     percentages, applicable in the following situations:


                            Applicability                            Percentage
                            -------------                            ----------
     (a)  The Leverage Ratio is greater than or equal to 6.00 to 1     1.500%
     (b)  The Leverage Ratio is less than 6.00 to 1 but greater        1.250%
          than or equal to 5.50 to 1
     (c)  The Leverage Ratio is less than 5.50 to 1 but greater        1.000%
          than or equal to 5.00 to 1
     (d)  The Leverage Ratio is less than 5.00 to 1 but greater        0.750%
          than or equal to 4.50 to 1
     (e)  The Leverage Ratio is less than 4.50 to 1 but greater        0.500%
          than or equal to 4.00 to 1


                                     -1-
<PAGE>

     (f)  The Leverage Ratio is less than 4.00 to 1 but greater        0.250%
          than or equal to 3.50 to 1
     (g)  The Leverage Ratio is less than 3.50 to 1                    0.000%

     The Applicable Base Rate Margin payable by the Borrower on the Base Rate
     Advances outstanding hereunder shall be subject to reduction or
     increase, as applicable and as set forth in the table above, according
     to the performance of the Borrower as tested by using the Leverage Ratio
     calculated (i) if not in respect of an Acquisition, as of the end of
     each fiscal quarter or (ii) if in respect of an Acquisition, upon
     receipt of a Compliance Certificate as required under SECTION 7.6(iii)
     hereof; PROVIDED, that each adjustment in the Base Rate Basis as a
     result of a change in the Applicable Base Rate Margin shall be effective
     (A) if not in respect of an Acquisition, on the date which is two
     Business Days following receipt by the Administrative Agent of the
     financial statements required to be delivered pursuant to SECTION 6.1 or
     6.2 hereof, as applicable, and the corresponding Compliance Certificate
     required pursuant to SECTION 6.3 hereof, and (B) if in respect of an
     Acquisition, on the closing date of such Acquisition.  If such financial
     statements and Compliance Certificate are not received by the
     Administrative Agent by the date required, the Applicable Base Rate
     Margin shall be increased to the Applicable Base Rate Margin next higher
     than the Applicable Base Rate Margin currently in effect until such time
     as such financial statements and Compliance Certificate are received.
     Notwithstanding anything herein to the contrary, the Applicable Base
     Rate Margin from and including October 1, 1999 until the date which is
     two Business Days following receipt by the Administrative Agent of the
     financial statements and Compliance Certificate for the 1999 Fiscal Year
     shall be calculated as if the Leverage Ratio is greater than or equal to
     6.00 to 1."

     (b.)     SECTION 1.1 of the Credit Agreement is hereby amended by deleting
the definition of Applicable LIBOR Rate Margin in its entirety and substituting
the following in lieu thereof:

          "'APPLICABLE LIBOR RATE MARGIN' means the following per annum
     percentages, applicable in the following situations:


                         Applicability                               Percentage
                         -------------                               ----------

     (a)  The Leverage Ratio is greater than or equal to 6.00 to 1     3.000%
     (b)  The Leverage Ratio is less than 6.00 to 1 but                2.750%
          greater than or equal to 5.50 to 1
     (c)  The Leverage Ratio is less than 5.50 to 1 but                2.500%
          greater than or equal to 5.00 to 1
     (d)  The Leverage Ratio is less than 5.00 to 1 but                2.250%
          greater than or equal to 4.50 to 1
     (e)  The Leverage Ratio is less than 4.50 to 1 but                2.000%
          greater than or equal to 4.00 to 1
     (f)  The Leverage Ratio is less than 4.00 to 1 but                1.750%
          greater than or equal to 3.50 to 1
     (g)  The Leverage Ratio is less than 3.50 to 1 but                1.500%
          greater than or equal to 3.00 to 1


                                     -2-
<PAGE>

     (h)  The Leverage Ratio is less than 3.00 to 1                    1.250%

     The Applicable LIBOR Rate Margin payable by the Borrower on the LIBOR
     Advances outstanding hereunder shall be subject to reduction or increase,
     as applicable and as set forth in the table above, according to the
     performance of the Borrower as tested by using the Leverage Ratio
     calculated (i) if not in respect of an Acquisition, as of the end of each
     fiscal quarter or (ii) if in respect of an Acquisition, upon receipt of a
     Compliance Certificate as required under SECTION 7.6(iii) hereof; PROVIDED,
     that each adjustment in the LIBOR Basis as a result of a change in the
     Applicable LIBOR Rate Margin shall be effective (A) if not in respect of an
     Acquisition, on the date which is two Business Days following receipt by
     the Administrative Agent of the financial statements required to be
     delivered pursuant to SECTION 6.1 or 6.2 hereof, as applicable, and the
     corresponding Compliance Certificate required pursuant to SECTION 6.3
     hereof, and (B) if in respect of an Acquisition, on the closing date of
     such Acquisition.  If such financial statements and Compliance Certificate
     are not received by the Administrative Agent by the date required, the
     Applicable LIBOR Rate Margin shall be increased to the Applicable LIBOR
     Rate Margin next higher than the Applicable LIBOR Rate Margin currently in
     effect until such time as such financial statements and Compliance
     Certificate are received.  Notwithstanding anything herein to the contrary,
     the Applicable LIBOR Rate Margin from and including October 1, 1999 until
     the date which is two Business Days following receipt by the Administrative
     Agent of the financial statements and Compliance Certificate for the 1999
     Fiscal Year shall be calculated as if the Leverage Ratio is greater than or
     equal to 6.00 to 1."

     (c)      The definition of "Fieldcrest Cannon Subordinated Debenture
Reserve" is hereby amended to read as follows:

          "'FIELDCREST CANNON SUBORDINATED DEBENTURE RESERVE' means (a) for the
     period from and including October 8, 1999 through and including
     February 28, 2000, zero, and (b) for the period from and including
     February 29, 2000 and thereafter, an amount equal to 50% of the aggregate
     amount of cash consideration that may be requested, at any time of
     determination, by the holders of Fieldcrest Cannon Subordinated Debentures
     in respect of a conversion thereof."

     (d)      SECTION 7.11 of the Credit Agreement is hereby amended to read as
follows:

          "Section 7.11  MAXIMUM LEVERAGE RATIO.  At the end of each Fiscal
     Quarter occurring below or occurring during the periods indicated below,
     the Borrower shall not permit the Leverage Ratio to be greater than the
     ratio set forth below opposite such Fiscal Quarter or the period in which
     such Fiscal Quarter occurs:

                       Fiscal Quarter or Period                  Ratio
                       ------------------------                  -----
               Third Fiscal Quarter of Fiscal Year 1999        6.10 to 1
               Fourth Fiscal Quarter of Fiscal Year 1999       6.35 to 1
               First Fiscal Quarter of Fiscal Year 2000        6.00 to 1
               Second Fiscal Quarter of Fiscal Year 2000       5.75 to 1
               Third Fiscal Quarter of Fiscal Year 2000        5.25 to 1
               Fourth Fiscal Quarter of Fiscal Year 2000       4.75 to 1


                                     -3-
<PAGE>

               From and including the First Fiscal Quarter    4.25 to 1"
               of Fiscal Year 2001 and thereafter


     (e)      SECTION 7.12 of the Credit Agreement is hereby amended to read as
follows:

     "Section 7.12     MINIMUM FIXED CHARGE COVERAGE RATIO.  At the end of each
Fiscal Quarter occurring below or occurring during the periods indicated below,
the Borrower shall not permit the Fixed Charge Coverage Ratio to be less than
the ratio set forth below opposite such Fiscal Quarter or the period in which
such Fiscal Quarter occurs:


                    Fiscal Quarter or Period               Ratio
                    ------------------------               -----
               Third Fiscal Quarter of Fiscal Year       1.10 to 1
               1999
               From and including the Fourth Quarter     1.00 to 1
               of Fiscal Year 1999 through and
               including the Second Fiscal Quarter of
               Fiscal Year 2000
               From and including the Third Fiscal      1.10 to 1"
               Quarter of Fiscal Year 2000 and
               thereafter


     (f)      SECTION 11.6(d) of the Credit Agreement is hereby amended by
amending clause (ii) thereof set forth in the first PROVISO of said Section as
follows:

     "(ii) no such assignment (including any simultaneous assignment pursuant to
     the Term Credit Agreement), other than to an Affiliate of a Lender or to an
     existing Lender hereunder, shall be in an amount less than $5,000,000,
     unless the portion of the Commitment (and Advances under and as defined in
     the Term Credit Agreement) of a Lender is less than $5,000,000, in which
     case such assignment may be in the aggregate amount of such Lender's
     Specified Percentage of the Commitment and the aggregate amount of Advances
     (as defined in the Term Credit Agreement) owed to such Lender under the
     Term Credit Agreement (provided, however, notwithstanding anything herein
     to the contrary, in no event shall the portion of the Commitment retained
     by any Lender under this Agreement and/or the portion of the Advances (as
     defined in this Agreement and the Term Credit Agreement) retained by such
     Lender be less than $1,000,000),"

     (g)      The Compliance Certificate is hereby amended to be in the form of
EXHIBIT D attached to this Fourth Amendment.

     2.     REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT.  By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof and after giving effect to the amendments contemplated by the
foregoing Section 1:

     (a)     the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct on and as of the
date hereof as made on and as of such date;

     (b)     no event has occurred and is continuing which constitutes a Default
or an Event of Default;

     (c)     the Borrower has full power and authority to execute and deliver
this Fourth Amendment, and this Fourth Amendment constitutes the legal, valid
and binding obligation of the Borrower, enforceable in accordance with its
terms, except as enforceability may be limited by applicable Debtor Relief Laws
and by general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law) and except as rights to indemnity may be
limited by federal or state securities laws;


                                     -4-
<PAGE>

     (d)     neither the execution, delivery and performance of this Fourth
Amendment nor the consummation of any transactions contemplated herein will
conflict with any Law, the articles of incorporation, bylaws or other governance
document of the Borrower or any of its Subsidiaries, or any indenture, agreement
or other instrument to which the Borrower or any of its Subsidiaries or any of
their respective property is subject; and

     (e)     no authorization, approval, consent, or other action by, notice to,
or filing with, any governmental authority or other Person (including the Board
of Directors of the Borrower or any Guarantor), is required for the execution,
delivery or performance by the Borrower of this Fourth Amendment or the
acknowledgment of this Fourth Amendment by any Guarantor.

     3.     CONDITIONS OF EFFECTIVENESS.  This Fourth Amendment shall be
effective as of October 1, 1999, subject to the following:

     (a)     the Administrative Agent shall receive counterparts of this Fourth
Amendment executed and/or consented to by the Required Lenders (as defined in
the Intercreditor Agreement);

     (b)     the representations and warranties set forth in Section 2 of this
Fourth Amendment shall be true and correct;

     (c)     the Administrative Agent shall receive counterparts of this Fourth
Amendment executed by the Borrower and acknowledged by each Guarantor; and

     (d)     the Administrative Agent shall receive, in form and substance
satisfactory to the Administrative Agent and its counsel, such other documents,
certificates and instruments as the Administrative Agent shall reasonably
require.

     4.     GUARANTOR ACKNOWLEDGMENT.  By signing below, each of the Guarantors
(i) acknowledges, consents and agrees to the execution and delivery of this
Fourth Amendment, (ii) acknowledges and agrees that its obligations in respect
of its Subsidiary Guaranty are not released, diminished, waived, modified,
impaired or affected in any manner by this Fourth Amendment or any of the
provisions contemplated herein, (iii) ratifies and confirms its obligations
under its Subsidiary Guaranty, and (iv) acknowledges and agrees that it has no
claims or offsets against, or defenses or counterclaims to, its Subsidiary
Guaranty as a result of this Fourth Amendment.

     5.     AMENDMENT FEE.  So long as this Fourth Amendment becomes effective,
the Borrower covenants and agrees to pay an amendment fee to the Lenders which
execute and deliver this Fourth Amendment to the Administrative Agent (or its
counsel) not later than 5:00 p.m., Dallas time, October 8, 1999 in an amount
equal to the product of (a) 0.15% multiplied by (b) an amount equal to such
Lender's portion of the Revolving Credit Commitment.  Such amendment fee shall
be paid in immediately available funds and shall be due and payable to each
Lender eligible for payment pursuant to the preceding sentence no later than two
Business Days after the conditions set forth in Section 3 of this Fourth
Amendment have been satisfied.  The Borrower agrees that the failure to pay the
amendment fee provided in this Section 5 shall be an Event of Default under
SECTION 8.1(b)(ii) of the Credit Agreement.

     6.     REFERENCE TO THE CREDIT AGREEMENT.

     (a)     Upon the effectiveness of this Fourth Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Areement, as amended by this Fourth
Amendment.


                                     -5-
<PAGE>

     (b)     The Credit Agreement, as amended by this Fourth Amendment, and all
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.

     7.     COSTS, EXPENSES AND TAXES.  The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Fourth Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative Agent
as to its rights and responsibilities under the Credit Agreement, as amended by
this Fourth Amendment).

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

     9.     GOVERNING LAW:  BINDING EFFECT.  This Fourth Amendment shall be
governed by and construed in accordance with the laws of the State of Texas and
shall be binding upon the Borrower and each Lender and their respective
successors and assigns.

     10.     HEADINGS.  Section headings in this Fourth Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Fourth Amendment for any other purpose.

     11.     ENTIRE AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED BY THIS FOURTH
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

-------------------------------------------------------------------------------
                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
-------------------------------------------------------------------------------


     IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment
as the date first above written.

                         PILLOWTEX CORPORATION

                         By:     Jaime Vasquez
                         Title:     VP/Treasurer
                         BANK OF AMERICA, N.A. (formerly known as NationsBank,
                         N.A., successor by merger to NationsBank of Texas,
                         N.A.), as Administrative Agent and as a Lender, Swing
                         Line Bank and Issuing Bank

                         By:     Deirdre B. Doyle
                                   Principal
                         THE BANK OF NOVA SCOTIA
                         ATLANTA AGENCY
                         By:     (signature illegible)
                         Name:


                                     -6-
<PAGE>

                         Title:

                         THE FIRST NATIONAL BANK OF CHICAGO
                         By:     (signature illegible)
                         Name:
                         Title:     Vice President

                         COMERICA BANK
                         By:     Mark B. Grover
                         Name:
                         Title:     Vice President

                         CREDIT LYONNAIS, NEW YORK BRANCH

                         By:     Robert Ivosevich
                         Name:
                         Title:     Senior Vice President

                         WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION
                         By:     Carol Polasky
                         Name:
                         Title:     Vice President

                         THE BANK OF TOKYO-MITSUBISHI, LTD.
                         By:     J. Mearns
                         Name:
                         Title:     VP & Manager

                         BANK ONE, TEXAS, N.A.
                         By:     (signature illegible)
                         Name:
                         Title:     Vice President

                         BANKBOSTON, N.A.
                         By:     Stephen Y. McGehee
                         Name:
                         Title:     Managing Director

                         BHF (USA) CAPITAL CORPORATION
                         By:     Michael Pelleritto
                         Name:
                         Title:     Assistant Vice President
                         By:     Perry Forman


                                     -7-
<PAGE>

                         Name:     Vice President
                         Title:

                         FIRST UNION NATIONAL BANK
                         By:     Roger Pelz
                         Name:
                         Title:     Senior Vice President

                         GENERAL ELECTRIC CAPITAL CORPORATION
                         By:     William S. Richardson
                         Name:
                         Title:     Duly Authorized Signatory

                         CO0PERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
                         "RABOBANK NEDERLAND", NEW YORK BRANCH
                         By:     Theodore W. Cox
                         Name:
                         Title:     Vice President

                         By:     Edward Peyser
                         Name:
                         Title:     Vice President

                         SOCIETE GENERALE, SOUTHWEST AGENCY
                         By:     Robert Petersen
                         Name:
                         Title:     Vice President

                         By:
                         Name:
                         Title:

                         THE BANK OF NEW YORK
                         By:     (not signed)
                         Name:
                         Title:

                         COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
                         EUROPEENNE
                         By:     Anthony Rock
                         Name:


                                     -8-
<PAGE>

                         Title:     Vice President

                         By:     Marcus Edward
                         Name:
                         Title:     Vice President

                         BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
                         By:     John G. Taylor
                         Name:
                         Title:     Vice President

                         By:     Stephen W. Hipp
                         Name:
                         Title:     Senior Associate

                         FLEET BANK, N.A.
                         By:     Alfred Bonfantini
                         Name:
                         Title:     Senior Vice President

                         THE FUJI BANK, LTD. - HOUSTON AGENCY
                         By:     (not signed)
                         Name:
                         Title:

                         NATIONAL BANK OF CANADA
                         By:     Bill Handley
                         Name:
                         Title:     Vice President

                         By:     Larry Sears
                         Name:
                         Title:     Vice President & Manager

                         NATIONAL CITY BANK OF KENTUCKY
                         By:     Tom Gurbach
                         Name:
                         Title:     Vice President

                         THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                         By:     B. Ross Smead


                                     -9-
<PAGE>

                         Name:
                         Title:     Vice President

                         BANK POLSKA KASA OPIEKI, S.A. - PEKAO S.A. GROUP, NEW
                         YORK BRANCH
                         By:     Hussein B. El-Tawil
                         Name:
                         Title:     Vice President

                         GUARANTY FEDERAL BANK, F.S.B.
                         By:     Robert S. Hays
                         Name:
                         Title:     Vice President

CONSENTED TO BY:
KZH WATERSIDE LLC

By:     Virginia Conway
Name:
Title:    Authorized Agent

SENIOR DEBT PORTFOLIO
By:     Payson F. Swaffied
Name:
Title:    Vice President

AERIES FINANCE LTD.
By:     Gregory Stoeckle
Name:
Title:    Authorized Signatory

CRESCENT/MACH I PARTNERS, L.P.
By:     (not signed)
Name:
Title:

EATON VANCE INSTITUTIONAL SENIOR LON FUND
By:     Payson Swaffield
Name:
Title:    Vice President

CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By:     CypressTree Investment Management Company,



                                    -10-
<PAGE>

          Inc., as Portfolio Manager
By:     (not signed)
Name:
Title:

VAN KAMPEN CLO I, LIMITED
By:     VAN KAMPEN MANAGEMENT, INC.,
        as Collateral Manager

By:     Darvin D. Pierce
Name:
Title:    Vice President

BALANCED HIGH-YIELD FUND I LTD.
By:     BHF (USA) CAPITAL CORPORATION,
        acting as attorney-in-fact
By:     Michael Pellerito
Name:
Title:    Assistant Vice President

By:     Perry Forman
Name:
Title:    Vice President

INDOSUEZ CAPITAL FUNDING IV, L.P.
By:     INDOSUEZ CAPITAL LUXEMBOURG,
        as Collateral Manager
By:     (not signed)
Name:
Title:

VAN KAMPEN SENIOR INCOME TRUST
By:     Darvin D. Pierce
Name:
Title:    Vice President

INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By:     Indosuez Capital Luxembourg, as
        Collateral Manager
By:     (not signed)
Name:
Title:



                                    -11-
<PAGE>

CYPRESSTREE INSTITUTIONAL FUND, LLC
By:     CypressTree Investment Management
        Company, Inc., its Managing Member
By:     Timothy M. Barns
Name:
Title:    Managing Director

CYPRESSTREE INVESTMENT FUND, LLC
By:     CypressTree Investment Management
        Company, Inc., its Managing Member
By:     Timothy M. Barns
Name:
Title:    Managing Director

KZH CYPRESSTREE-1 LLC
By:     (signature illegible)
Name:
Title:    Authorized Agent

OXFORD STRATEGIC INCOME FUND
By:     Eaton Vance Management, as
        Investment Advisor
By:     Payson F. Swaffield
Name:
Title:    Vice President

VAN KAMPEN CLO II, LIMITED
By:     Van Kampen Management, Inc.,
        as Collateral Manager
By:     Darwin D. Pierce
Name:
Title:    Vice President

CAPTIVA FINANCE, LTD.
By:     (not signed)
Name:
Title:

CAPTIVA II FINANCE, LTD.
By:     (not signed)
Name:
Title:



                                    -12-
<PAGE>

MOUNTAIN CLO TRUST
By:     (not signed)
Name:
Title:

CIBC, INC.
By:     (not signed)
Name:
Title:

BALANCED HIGH-YIELD FUND II LTD.
By:     BHF (USA) CAPITAL CORPORATION,
        acting as attorney-in-fact
By:     Michael Pellerito
Name:
Title:    Assistant Vice President

By:     Perry Forman
Name:
Title:    Vice President

KZH CRESCENT-3 LLC
By:     (signature illegible)
Name:
Title:    Authorized Agent

FREMONT FINANCIAL CORPORATION
By:     Randolph M. Ross
Name:
Title:    Vice President - Senior Portfolio Manager

THE DAI-ICHI KANGYO BANK
LIMITED, NEW YORK BRANCH
By:     Christopher Fahey
Name:
Title:    Vice President

TCW LEVERAGED INCOME TRUST, L.P.
By:     TCW ADVISERS (BERMUDA), LTD.,
By:     (not signed)
Name:
Title:
By:     TCW INVESTMENT MANAGEMENT



                                    -13-
<PAGE>

        COMPANY, as Investment Manager
By:     (not signed)
Name:
Title:

ACKNOWLEDGED AND AGREED:
PILLOWTEX, INC.
PTEX HOLDING COMPANY
PILLOWTEX MANAGEMENT SERVICES COMPANY
BEACON MANUFACTURING COMPANY
MANETTA HOME FASHIONS, INC.
TENNESSEE WOOLEN MILLS
FIELDCREST CANNON, INC.
CRESTFIELD COTTON COMPANY
ENCEE, INC.
FCC CANADA, INC.
FIELDCREST CANNON FINANCING, INC.
FIELDCREST CANNON LICENSING, INC.
FIELDCREST CANNON INTERNATIONAL, INC.
FIELDCREST CANNON SURE FIT, INC.
FIELDCREST CANNON TRANSPORTATION, INC.
ST. MARYS, INC.
AMOSKEAG COMPANY
AMOSKEAG MANAGEMENT CORPORATION
DOWNEAST SECURITIES CORPORATION
BANGOR INVESTMENT COMPANY
MOORE'S FALLS CORPORATION
THE LESHNER CORPORATION
LESHNER OF CALIFORNIA, INC.
OPELIKA INDUSTRIES, INC.
By:     Jaime Vasquez
Title:     VP/Treasurer



                                    -14-