EXHIBIT 10-1(C) - Amendment No. 2
                                                    dated as of December 1, 2000
                                                    to Credit Agreement



                                 AMENDMENT NO. 2

                          Dated as of December 1, 2000

                                       to

                                CREDIT AGREEMENT

                          Dated as of February 27, 1997

         THIS  AMENDMENT NO. 2  ("Amendment")  is made as of December 1, 2000 by
and among GFSI, INC. (the "Borrower"),  the financial institutions listed on the
signature  pages hereof (the  "Lenders") and BANK ONE, NA (formerly known as THE
FIRST NATIONAL BANK OF CHICAGO),  in its individual  capacity as a Lender and in
its  capacity as  contractual  representative  on behalf of itself and the other
Lenders  ("Agent") under that certain Credit  Agreement dated as of February 27,
1997 by and among the  Borrower,  the  Lenders  and the Agent,  as amended by an
Amendment No. 1 dated as of September 17, 1997 (the "Credit Agreement"). Defined
terms used herein and not  otherwise  defined  herein shall have the  respective
meanings given to them in the Credit Agreement.

         WHEREAS,  the  Borrower,  the  Lenders and the Agent are parties to the
Credit Agreement; and

         WHEREAS,  the Borrower has  requested  that the Agent and the requisite
number of Lenders  under  Section 8.3 of the Credit  Agreement  amend the Credit
Agreement on the terms and conditions set forth herein; and

         WHEREAS,  the Borrower,  the requisite  number of Lenders under Section
8.3 of the  Credit  Agreement  and the Agent  have  agreed  to amend the  Credit
Agreement on the terms and conditions set forth herein;

         NOW,  THEREFORE,  in consideration of the premises set forth above, the
terms  and   conditions   contained   herein,   and  other  good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties have agreed to the following amendments to the Credit Agreement:

         1.  Amendments to the Credit  Agreement.  Effective as of the Effective
Date (as  defined  below)  and  subject  to the  satisfaction  of the  condition
precedent set forth in Section 2 below,  the Credit  Agreement is hereby amended
as follows:

         1.1.  The definition of "Aggregate Revolving Loan Commitment" appearing
               in Section 1.1 of the Credit Agreement is amended in its entirety
               to read as follows:

                           "Aggregate   Revolving  Loan  Commitment"  means  the
                      aggregate of the  Revolving  Loan  Commitments  of all the
                      Lenders,  as  reduced  from time to time  pursuant  to the
                      terms hereof. The Aggregate  Revolving Loan Commitment (in
                      the  absence of any  reduction  pursuant to Section 2.5 or
                      2.6, or any  amendment  pursuant to Section  8.3) is Forty
                      Million and 00/100 Dollars ($40,000,000).


<PAGE>


         1.2.  The definition of "Applicable  L/C Fee  Percentage"  appearing in
               Section 1.1 of the Credit Agreement is amended in its entirety to
               read as follows:

                           "Applicable L/C Fee Percentage" means, as of any date
                      of  determination,  a rate  per  annum:  (i)  for  standby
                      Letters  of  Credit,  equal to the  Applicable  Eurodollar
                      Margin for  Revolving  Loans in effect on such  date,  and
                      (ii) for commercial  Letters of Credit,  equal to one half
                      of the Applicable Eurodollar Margin for Revolving Loans in
                      effect on such date.

         1.3.  Subclause  (g)  of  the   definition   of   "Permitted   Holdings
               Indebtedness" appearing in Section 1.1 of the Credit Agreement is
               amended in its entirety to read as follows:

                      (g)  Indebtedness to any shareholder of Holdings  incurred
                      at a time when no Default has occurred  and is  continuing
                      in  connection  with the  repurchase,  redemption or other
                      acquisition   or  retirement   for  value  of  any  Equity
                      Interests of Holdings ("Repurchase Indebtedness") owned by
                      (i) any member of the Borrower's  management,  pursuant to
                      the  Stockholders  Agreement  as in effect on the  Closing
                      Date, or (ii) any of the  Borrower's  "Employees" or their
                      "Permitted  Transferees" (as such terms are defined in the
                      Amended and Restated Stockholders Agreement),  pursuant to
                      the Amended and  Restated  Stockholders  Agreement  or any
                      similar agreement entered into after the Closing Date with
                      any  "Employee"  or its  "Permitted  Transferee"  (as such
                      terms are defined in the Amended and Restated Stockholders
                      Agreement)  of the Borrower or any  Restricted  Subsidiary
                      acquired  after  the  Closing  Date,  provided,  that such
                      Indebtedness   shall  be   subordinated   to  the  Secured
                      Obligations  and  Indebtedness  evidenced  by  the  Senior
                      Subordinated  Notes on  terms  and  conditions  reasonably
                      acceptable to the Agent and the Required Lenders (it being
                      understood  and  agreed  that  the   subordination   terms
                      contained in the Non-Negotiable  Promissory Notes attached
                      as Exhibit C to the Stockholders Agreement as in effect as
                      of the Closing Date shall be acceptable);

         1.4.  The   following   new   definition   of  "Amended   and  Restated
               Stockholders  Agreement"  shall  be  inserted  alphabetically  in
               Section 1.1 of the Credit Agreement:


                                      -2-
<PAGE>

                      "Amended and Restated  Stockholders  Agreement"  means any
                      agreement  entered  into  by  Holdings  and  each  of  its
                      stockholders with respect to the capital stock of Holdings
                      on substantially  the terms set forth in the draft Amended
                      and  Restated  Subscription  and  Stockholders   Agreement
                      (draft  dated   December  4,  2000,   document   reference
                      704040.21),  delivered  to the Agent on  December 4, 2000,
                      and  otherwise as is  reasonably  acceptable  to the Agent
                      upon execution thereof, as in effect on the execution date
                      thereof  and  without  giving  effect  to  any  amendment,
                      restatement,  supplement  or  other  modification  thereto
                      after such date.

         1.5.  Section 2.5(B)(i)(b) of the Credit Agreement is amended to delete
               the phrase "Level 4, Level 5 or Level 6" now  appearing  therein,
               and to  substitute  the  following  therefor:  "Level 4, Level 5,
               Level 6 or Level 7".

         1.6.  Section  2.15(D)(ii) of the Credit Agreement is amended to delete
               the pricing  grid now  appearing  therein and to  substitute  the
               following therefor:



                                         APPLICABLE MARGINS/FEES FOR OBLIGATIONS
<TABLE>
<CAPTION>
              -------------------------------------------------------------------------------------------------------------
              LEVERAGE RATIO         APPLICABLE           APPLICABLE      APPLICABLE     APPLICABLE       APPLICABLE
                                     FLOATING RATE        EURODOLLAR      FLOATING       EURODOLLAR       COMMITMENT FEE
                                     MARGIN FOR           RATE MARGIN     RATE           RATE MARGIN      PERCENTAGE
                                     OBLIGATIONS          FOR             MARGIN FOR     FOR B TERM
                                     OTHER THAN B         OBLIGATIONS     B TERM         LOANS
                                     TERM LOANS           OTHER THAN      LOANS
                                                          TERM LOANS
--------------------------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>                <C>                <C>            <C>              <C>

LEVEL 1       > 5.0 to 1.0              2.75%              3.75%            3.25%            4.25%            0.625%
              -
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
              > 4.50 to 1.00 and
              -
LEVEL 2       < 5.00 to 1.00            2.50%              3.50%            3.00%            4.00%            0.625%
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
              > 4.00 to 1.00 and
              -
LEVEL 3       < 4.50 to 1.00            2.25%              3.25%            2.75%            3.75%            0.500%
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
              > 3.50 to 1.00 and
              -
LEVEL 4       < 4.00 to 1.00            2.00%              3.00%            2.50%            3.50%            0.500%
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
              > 3.00 to 1.00 and
              -
LEVEL 5       < 3.50 to 1.00            1.75%              2.75%            2.25%            3.25%            0.500%
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
LEVEL 6       > 2.50 to 1.00 and
              -
              < 3.00 to 1.00            1.50%              2.50%            2.00%            3.00%            0.375%
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
LEVEL 7       < 2.50 to 1.00            1.25%              2.25%            1.75%            2.75%            0.375%
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -3-
<PAGE>


         1.7.  Section 6.3(D)(x) of the Credit Agreement is amended and restated
               in its entirety as follows:

                    (x) Investments by the Borrower or any Restricted Subsidiary
                    in other Persons  which do not in the  aggregate  exceed the
                    applicable  Aggregate  Acquisition and Investment  Basket at
                    any time;  provided,  that at no time  shall  the  aggregate
                    amount  of  Investments  by the  Borrower  constituting  the
                    purchase of capital stock of Holdings  under this clause (x)
                    (which  purchases  shall be permitted  under this clause (x)
                    only if, as of such date of purchase,  the Borrower may make
                    a Restricted  Payment to Holdings to fund the  repurchase of
                    such capital stock under Section  6.3(F)(iii)(b)),  together
                    with the aggregate amount of Restricted  Payments made under
                    Section   6.3(F)(iii)(b),   exceed   $4,000,000,   it  being
                    understood  that such  dollar  limitation  set forth in this
                    proviso  shall  be  increased  up  to a  maximum  amount  of
                    $4,000,000 on a dollar-for-dollar  basis equal to the sum of
                    (a) the cash  proceeds  received  by the  Borrower  from the
                    re-sale of capital stock of Holdings previously purchased by
                    the Borrower as an  Investment  permitted  under this clause
                    (x) plus (b) any  capital  contribution  made by Holdings to
                    the equity of the Borrower  from the cash  proceeds from the
                    re-issuance   of  capital   stock  of  Holdings   previously
                    purchased  with   distributions   permitted   under  Section
                    6.3(F)(iii)(b).

         1.8.  Section  6.3(F)(iii)  of the  Credit  Agreement  is  amended  and
               restated in its entirety as follows:

                      (iii) the Borrower may make  distributions  to Holdings to
                      fund (a) payments required to be made by and actually made
                      by Holdings in respect of interest due on an unaccelerated
                      basis on the Holdings Senior Notes; provided, however, the
                      Borrower may make such  distributions  with respect to the
                      Holdings Senior Notes only on March 15 and September 15 of
                      each year (or the Business Day  immediately  prior thereto
                      if such date is not a Business Day),  commencing March 15,
                      2005; and; (b) (1) payments made by Holdings to repurchase
                      its common  stock made  pursuant to Section  7.1(b),  7.2,
                      7.3,  7.4  or  7.7  of  the  Stockholders   Agreement  and
                      concurrently to repurchase Holdings' preferred stock (at a
                      purchase price not greater than the par value thereof plus
                      any accrued and unpaid dividends  thereon) from the holder
                      of such common  stock,  (2)  payments  made by Holdings to
                      repurchase  its common  stock or Series A Preferred  Stock
                      made pursuant to Section 7.1(b), 7.2, 7.3, 7.4, 7.5 or 7.8
                      of the Amended and Restated Stockholders Agreement and (3)
                      payments  required  to be  made  by and  actually  made by


                                      -4-
<PAGE>


                      Holdings  in respect of  amounts  due on an  unaccelerated
                      basis on the Repurchase  Indebtedness unless such payments
                      are prohibited by the  subordination  terms  applicable to
                      such Repurchase  Indebtedness,  in an aggregate amount for
                      all such payments under clauses (1), (2) and (3), together
                      with all  Investments by the Borrower under the proviso in
                      Section  6.3(D)(x),   not  to  exceed   $4,000,000,   such
                      distributions to be made not earlier than one Business Day
                      prior  to the  date on  which  Holdings  is to  make  such
                      payments; provided, that, Holdings shall first satisfy any
                      such payment  obligation by canceling  Indebtedness  under
                      the  Management  Note,  if  any,  of the  Person  to  whom
                      Holdings  is  obligated  to make such  payment;  provided,
                      further,  that the  dollar  limitation  set  forth in this
                      clause (b) shall be  increased  up to a maximum  amount of
                      $4,000,000 on a  dollar-for-dollar  basis equal to the sum
                      of (a) the cash proceeds received by the Borrower from the
                      re-sale of capital stock of Holdings previously  purchased
                      by the Borrower as an Investment  permitted  under Section
                      6.3(D)(x)  plus  (b)  any  capital  contribution  made  by
                      Holdings  to the  equity  of the  Borrower  from  the cash
                      proceeds from the re-issuance of capital stock of Holdings
                      previously  purchased with  distributions  permitted under
                      this clause (b); and (c)  mandatory  payments of dividends
                      due on the Preferred Stock to the extent  Indebtedness for
                      such  payments is Permitted  Holdings  Indebtedness  under
                      clause (c) of the definition  thereof,  such distributions
                      to be made not earlier  than one Business Day prior to the
                      date on which Holdings is required to make such payments;

         1.9.  Clause (ix) of Section 6.3(O) of the Credit  Agreement is amended
               and restated in its entirety as follows:

                      (ix) modifies the Persons  obligated  with respect to such
                      Indebtedness   (other   than  to  cause   any   Restricted
                      Subsidiary to guarantee  such  Indebtedness  to the extent
                      such guarantee is permitted under Section 6.3(E)).

         1.10. The definition of "EBITDA" now appearing in Section 6.4(A) of the
               Credit  Agreement  is  amended by  inserting  the  following  new
               clauses (xiii) and (xiv) at the end thereof:

                      ,  plus  (xiii)   Restricted   Payments   permitted  under
                      subsections  (i)(a)(1) and (i)(b) of Section 6.3(F) during
                      such   period  to  the  extent   deducted   in   computing
                      Consolidated Net Income,  plus (xiv)  Restricted  Payments
                      made  pursuant to that certain  Noncompetition  Agreement,
                      dated as of February 27, 1997, between Holdings and Robert
                      M. Wolff,  as in effect on the Closing Date, and permitted
                      under Section  6.3(F)(iv) during such period to the extent
                      deducted in computing Consolidated Net Income

                                      -5-

<PAGE>

         1.11. Section 6.4(C) of the Credit Agreement is amended and restated in
               its entirety as follows:


                  (C) Fixed Charge Coverage Ratio. The Borrower shall maintain a
         ratio  ("Fixed  Charge  Coverage  Ratio") of: (i) EBITDA minus  Capital
         Expenditures to (ii) the sum of the amounts, without duplication of (a)
         Interest  Expense,  plus (b) Fees, plus (c) Taxes,  plus (d) Restricted
         Payments of the type referred to in clauses (i),  (ii),  (iii) and (iv)
         of the definition of Restricted Payments,  plus (e) cash payments under
         the Incentive Compensation Plan, plus (f) scheduled amortization of the
         principal  portion of the Term Loans and scheduled  amortization of the
         principal  portion of all other  Indebtedness  of the  Borrower and its
         Restricted Subsidiaries during such period of at least:

                   (1)  1.04 to 1.00 for the fiscal quarter ending December 31,
                        2000;

                   (2)  1.05 to 1.00 for the fiscal quarter ending March 31,
                        2001;

                   (3)  1.02 to 1.00 for the fiscal quarter ending June 30,
                        2001;

                   (4)  1.02 to 1.00 for the fiscal quarter ending September 30,
                        2001; and

                   (5)  1.00 to 1.00 for each fiscal quarter thereafter until
                        the Termination Date.

                  In  each  case  the  Fixed  Charge  Coverage  Ratio  shall  be
         determined  as  of  the  last  day  of  each  fiscal  quarter  for  the
         four-quarter  period ending on such day;  provided,  further,  that the
         Fixed  Charge  Coverage  Ratio  shall be  calculated  with  respect  to
         Permitted   Acquisitions,   on  a  pro  forma  basis  using  unadjusted
         historical audited and reviewed unaudited financial statements obtained
         from the  seller,  broken  down by  fiscal  quarter  in the  Borrower's
         reasonable judgement).

         1.12. Section 6.4(D) of the Credit Agreement is amended and restated in
               its entirety as follows:

                  (D) Maximum  Leverage Ratio. The Borrower shall not permit the
         ratio  ("Leverage  Ratio") of (i)  Indebtedness  and Off Balance  Sheet
         Liabilities   incurred   pursuant   to  Section   6.3(J)   (other  than
         Indebtedness  in  respect  of  commercial  Letters  of  Credit)  of the
         Borrower and its Restricted Subsidiaries  (calculated on a consolidated
         basis) for borrowed  money to (ii) EBITDA to exceed the ratio set forth
         below at the end of the fiscal quarter ending on the corresponding date
         set forth below:

                  Period Ending                      Maximum Leverage Ratio
                  --------------------               -------------------------
                  December 31, 2000                  5.30 to 1.00


                                       -6-

<PAGE>

                  Period Ending                      Maximum Leverage Ratio
                  --------------------               -------------------------

                  March 31, 2001                     5.25 to 1.00
                  June 30, 2001                      5.20 to 1.00
                  September 30, 2001                 5.15 to 1.00
                  December 31, 2001                  5.05 to 1.00

                  March 31, 2002                     4.95 to 1.00
                  June 30, 2002                      4.85 to 1.00
                  September 30, 2002                 4.75 to 1.00
                  December 31, 2002                  4.75 to 1.00

                  March 31, 2003                     4.75 to 1.00

                  June 30, 2003 and each quarter
                  thereafter                         4.65 to 1.00

                  The  Leverage  Ratio  shall  be  calculated,   in  each  case,
         determined as of the last day of each fiscal quarter based upon (A) for
         Indebtedness,  Indebtedness  as of the  last  day of each  such  fiscal
         quarter;  and (B) for EBITDA,  the actual  amount for the  four-quarter
         period  ending on such day;  provided,  further,  that EBITDA  shall be
         calculated with respect to Permitted  Acquisitions on a pro forma basis
         using unadjusted  historical audited and reviewed  unaudited  financial
         statements  obtained from the Seller,  broken down by fiscal quarter in
         the Borrower's reasonable judgment).

         1.13. Exhibit  B  to  the  Credit  Agreement  is  amended  by  deleting
               therefrom the section  describing  Revolving Loan Commitments and
               substituting   therefor  the   description   of  Revolving   Loan
               Commitments set forth on Exhibit B Amendment attached hereto.

         2.  Conditions of Effectiveness. The effectiveness of this Amendment is
subject  to the  condition  precedent  that the Agent  shall have  received  the
following:

                (i)   duly executed  copies of this Amendment from the Borrower,
                      the Required Lenders and the Agent;

                (ii)  duly executed copies of the Reaffirmation attached hereto
                      from each of Holdings and Event 1, Inc.;

                (iii) duly executed  copies of the Amendment No. 2 Fee Letter,
                      dated as of November 21, 2000, from the Borrower, together
                      with all fees and expenses in the amount separately agreed
                      between the Borrower and the Agent thereunder;

                (iv)  a copy of the draft Amended and Restated Stockholders
                      Agreement (draft dated December 4, 2000, document
                      reference 704040.21);

                 (v)  the fees described in Section 3 of this Amendment; and

                                      -7-
<PAGE>


                 (vi) such other documents, instruments and agreements as the
                      Agent may reasonably request.

Upon the  satisfaction  of the foregoing  conditions  precedent,  this Amendment
shall be deemed  effective  as of December 1, 2000 for all other  purposes  (the
"Effective Date").

         3.  Amendment Fee.  Each Lender that delivers a duly executed signature
page to this Amendment to Robert J. Lewis,  Sidley & Austin (fax:  312-853-7036)
by 5:00 p.m.  (Chicago time) on Monday,  December 11, 2000, shall be entitled to
an  Amendment  Fee of  0.125%  of the sum of (i) such  Lender's  Revolving  Loan
Commitment  (as  defined  in the Credit  Agreement  after  giving  effect to the
1reduction of the  Aggregate  Revolving  Loan  Commitment  contemplated  in this
Amendment)  plus (ii) such  Lender's  Term Loans,  provided  this  Amendment  is
approved by the Required Lenders  (including the Agent). The Amendment Fee shall
be due and  payable  by the  Borrower  on the date the  Borrower  executes  this
Amendment.

         4.  Representations and Warranties and Reaffirmations of the Borrower.

     (a)          The  Borrower   hereby   represents  and  warrants  that  this
                  Amendment,  the  Reaffirmation  attached hereto and the Credit
                  Agreement,  as  previously  executed  and as  amended  hereby,
                  constitute  legal,  valid and binding  obligations  of each of
                  Holdings,  the  Borrower  and Event 1, Inc. to the extent such
                  Persons are parties thereto,  and are enforceable  against the
                  Borrower   in   accordance   with  their   terms   (except  as
                  enforceability  may be limited by bankruptcy,  insolvency,  or
                  similar laws affecting the  enforcement  of creditors'  rights
                  generally).

     (b)          Upon the  effectiveness  of this  Amendment  and after  giving
                  effect  hereto,   (i)  the  Borrower   hereby   reaffirms  all
                  covenants,  representations  and warranties made in the Credit
                  Agreement,  as  amended  hereby,  and  agrees  that  all  such
                  covenants,  representations  and warranties  shall be true and
                  correct as of the Effective  Date (unless such  representation
                  and warranty is made as of a specific date, in which case such
                  representation  and  warranty  shall be true and correct as of
                  such  date),  and (ii) no Default  or  Unmatured  Default  has
                  occurred and is continuing.

         5.  Reference to and Effect on the Credit Agreement.

     (a)          Upon the effectiveness of Section 1 hereof,  each reference to
                  the Credit  Agreement in the Credit  Agreement  and each other
                  Loan  Document  shall  mean and be a  reference  to the Credit
                  Agreement as amended hereby.

     (b)          Except as specifically amended above, the Credit Agreement and
                  all  other  documents,  instruments  and  agreements  executed
                  and/or delivered in connection therewith, shall remain in full
                  force and effect and are hereby ratified and confirmed.

     (c)          The execution,  delivery and  effectiveness  of this Amendment
                  shall not, except as expressly  provided herein,  operate as a
                  waiver  of any  right,  power or  remedy  of the  Agent or the
                  Lenders,  nor  constitute  a waiver  of any  provision  of the
                  Credit  Agreement  or any  other  documents,  instruments  and
                  agreements executed and/or delivered in connection therewith.


                                      -8-

<PAGE>


         6.  GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING WITHOUT LIMITATION 735 ILCS 105/5-1
ET SEQ., BUT OTHERWISE  WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE
STATE OF ILLINOIS.

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

         8.  Counterparts.  This Amendment may be executed by one or more of the
parties to this  Amendment  on any number of separate  counterparts,  and all of
said counterparts  taken together shall be deemed to constitute one and the same
instrument.



                                      -9-

<PAGE>


         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.


                                             GFSI, INC.


                                             By:   /s/  Robert Shaw
                                                --------------------------------
                                             Title:  Vice President




                                             BANK ONE, NA (formerly known as THE
                                             FIRST NATIONAL BANK OF CHICAGO),
                                             as Agent


                                             By:  /s/  Nathan L. Bloch
                                                --------------------------------
                                             Title:  First Vice President










                                               SIGNATURE PAGE TO AMENDMENT NO. 2
<PAGE>


                                 LENDERS:


                                     BANK ONE, NA (formerly known as THE FIRST
                                     NATIONAL BANK OF CHICAGO), as a Lender


                                     By:  /s/  Nathan L. Bloch
                                        -----------------------------
                                     Title:  First Vice President



                                     THE BANK OF NOVA SCOTIA, as a Lender


                                     By:  /s/  M. D. Smith
                                        -----------------------------
                                     Title:_________________________



                                     BNP PARIBAS, as a Lender


                                     By ____________________________
                                     Title:_________________________



                                     CREDIT AGRICOLE INDOSUEZ, as a Lender


                                     By:  /s/  Charles Haitt
                                        ------------------------------
                                     Title: Vice President, Manager



                                     CITY NATIONAL BANK, as a Lender


                                     By:  /s/  George Hyrapetian
                                        -----------------------------
                                     Title:  Vice President



                                     MASSACHUSETTS MUTUAL LIFE
                                     INSURANCE COMPANY, as a Lender


                                     By ____________________________
                                     Title:_________________________







                                               SIGNATURE PAGE TO AMENDMENT NO. 2
<PAGE>



                                     FIRSTAR BANK, N.A., as a Lender


                                     By:  /s/  Lawrence Baerveldt
                                        -------------------------------
                                     Title:  Vice President



                                     SENIOR DEBT PORTFOLIO, as a Lender
                                     By:  Boston Management and Research as
                                     Investment Advisor


                                     By:  /s/  Payson E. Swaffield
                                        -------------------------------
                                     Title:  Vice President



                                     VAN KAMPEN PRIME RATE INCOME
                                     TRUST, as a Lender


                                     By:  /s/  Darvin D. Pierce
                                        ------------------------------
                                     Title:  Vice President



                                     VAN KAMPEN SENIOR FLOATING RATE
                                     FUND, as a Lender


                                     By:  /s/  Darvin D. Pierce
                                        ------------------------------
                                     Title:  Vice President


                                     IMPERIAL BANK, as a Lender


                                     By:  /s/  Ray Vadalma
                                        -----------------------------
                                     Title: Senior Managing Director






                                               SIGNATURE PAGE TO AMENDMENT NO. 2
<PAGE>



                                  REAFFIRMATION

         Each of the undersigned  hereby  acknowledges  receipt of a copy of the
foregoing  Amendment No. 2 to the Credit Agreement dated as of February 27, 1997
by and among GFSI, Inc., a Delaware  corporation (the  "Borrower"),  the lenders
from time to time parties thereto (collectively, the "Lenders") and Bank One, NA
(formerly  known as The First  National Bank of Chicago),  as one of the Lenders
and in its capacity as  contractual  representative  (the  "Agent") on behalf of
itself  and the other  Lenders,  as amended  by an  Amendment  No. 1 dated as of
September  17,  1997  (as  amended  and as the same  may be  amended,  restated,
supplemented  or otherwise  modified from time to time, the "Credit  Agreement")
which  Amendment  No. 2 is dated  as of  December  1,  2000  (the  "Amendment").
Capitalized  terms used in this  Reaffirmation and not defined herein shall have
the  meanings  given  to  them  in the  Credit  Agreement.  Without  in any  way
establishing  a  course  of  dealing  by the  Agent or any  Lender,  each of the
undersigned  reaffirms  the terms and  conditions  of the  Guaranty,  Subsidiary
Security Agreement, any Pledge Agreement and any other Loan Document executed by
it and  acknowledges and agrees that such agreement and each and every such Loan
Document  executed by the  undersigned in connection  with the Credit  Agreement
remains  in full  force and  effect  and are  hereby  reaffirmed,  ratified  and
confirmed.   All   references   to  the  Credit   Agreement   contained  in  the
above-referenced  documents  shall be a reference to the Credit  Agreement as so
modified by the  Amendment  and as the same may from time to time  hereafter  be
amended, modified or restated.

Dated as of December 1, 2000



                                                GFSI HOLDINGS, INC.


                                                By __________________________
                                                Name:
                                                Title:


                                                EVENT 1, INC.


                                                By __________________________
                                                Name:
                                                Title:






                                               SIGNATURE PAGE TO AMENDMENT NO. 2
<PAGE>


                               EXHIBIT B AMENDMENT


                           Revolving Loan Commitments


                                Amount of Revolving    % of Aggregate Revolving
          Lender                     Commitment              Loan Commitment
          ------                -------------------    -------------------------

Bank One, NA                       $11,111,111.23            27.777 778 08%

THE BANK OF NOVA SCOTIA             $5,333,333.33            13.333 333 32%

BNP PARIBAS                         $5,333,333.33            13.333 333 32%

CREDIT AGRICOLE INDOSUEZ            $5,333,333.33            13.333 333 32%

CITY NATIONAL BANK                  $2,222,222.13             5.555 555 32%

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY                   $5,333,333.33            13.333 333 32%

FIRSTAR BANK, N.A.                  $5,333,333.33            13.333 333 32%

TOTAL                                 $40,000,000                   100.00%
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