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                                                                    EXHIBIT 10.1

                               FIRST AMENDMENT TO
                          CREDIT AND SECURITY AGREEMENT


Preamble. THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (hereinafter,
together with all schedules and exhibits hereto, and any supplements, additions,
modifications or amendments thereto made from time to time called the "First
Amendment"), dated as of January 19, 1999 (the "First Amendment Date"), is made
by and among THOMASTON MILLS, INC., a Georgia corporation (hereinafter, together
with its successors and permitted assigns called the "Borrower"); THOMASTON
MILLS FSC, INC., a U.S. Virgin islands corporation (hereafter, together with its
successors and permitted assigns, called "FSC"); NATIONSBANK, N.A., a national
banking association (hereinafter, together with its successors and permitted
assigns, called "NationsBank"; NationsBank, together with SunTrust and Wachovia,
each as hereinafter defined, called collectively, the "Lenders" and,
individually, a "Lender"); SUNTRUST BANK, ATLANTA, a Georgia banking corporation
(hereinafter, together with its successors and permitted assigns, called
"SunTrust"), individually and as "Administrative Agent" and "Syndication Agent"
(as those terms are defined in the Credit Agreement defined below), on behalf of
the Lenders; WACHOVIA BANK, N.A., a national banking association (hereinafter,
together with its successors and permitted assigns, called "Wachovia"), as
"Special Issuer," "Documentation Agent" and "Collateral Agent" (as those terms
are defined in the Credit Agreement defined below), on behalf of the Lenders;
and SUNTRUST EQUITABLE SECURITIES CORPORATION, a Tennessee corporation
(hereinafter, together with its successors and permitted assigns called
"SunTrust Equitable Securities"), as "Arranger" and "Lead Manager" (as those
terms are defined in the Credit Agreement defined below), on behalf of the
Lenders.

                  The Borrower, FSC, SunTrust (in its respective capacities
described above), Wachovia (in its respective capacities described above),
NationsBank as a Lender and SunTrust Equitable Securities (in its respective
capacities described above) (the foregoing parties herein sometimes collectively
called the "Parties" and individually called a "Party") are Parties to a certain
Credit and Security Agreement, dated as of August 19, 1998 (which is called
herein the "Credit Agreement"), pursuant to which, among other things, the
Lenders agreed to extend credit and other financial accommodations to the
Borrower. The Parties have agreed to modify and amend the Credit Agreement in
the manner, and subject to the terms and conditions, set forth hereinbelow.

                  NOW, THEREFORE, in consideration of the foregoing premises,
the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the Parties, each intending to be legally bound, hereby agree as
follows:

         SECTION 1. Definitions. Capitalized terms used in this First Amendment
and not defined herein are defined in the Credit Agreement.

         SECTION 2. Amendments to Credit Agreement. The Parties hereby amend the
Credit Agreement as set forth in SECTIONS 2.1 through 2.10.

         
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                  2.1  Incorporated Definitions. The terms "First Amendment" and
"First Amendment Date," defined and described in the Preamble hereinabove, are
incorporated by reference into, and made an integral part of, SECTION 1.1, as
defined terms therein in the appropriate alphabetic order.

                  2.2  Definition of Borrowing Base. The defined term "Borrowing
Base," set forth in SECTION 1.1 of the Credit Agreement, is amended by deleting
existing clause (x) thereof, in its entirety, therefrom, and substituting in its
place the following revised clause (x):

                           (x)      a fixed and continuing reserve, in the 
                  amount of Ten Million Dollars ($10,000,000), from the Closing
                  Date through January 18, 1999, reducing to Five Million
                  Dollars ($5,000,000) on January 19, 1999 and continuing in
                  such reduced amount until March 1, 1999, on which date such
                  reserve shall be increased to, and remain thereafter at, Ten
                  Million Dollars ($10,000,000);

                  2.3  Definition of Eligible Accounts. The defined term
"Eligible Accounts," set forth in SECTION 1.1 of the Credit Agreement, is
amended by deleting existing clause (v) thereof, in its entirety, therefrom, and
substituting in its place the following revised clause (v):

                           (v)      which is owing by any Account Debtor whose
                  accounts, in face amount, with the Obligors exceed ten percent
                  (10%) of such Obligor's Eligible Accounts (except for VF
                  Corporation, as to which such concentration limit shall be,
                  instead, twenty-five percent (25%), but only to the extent of
                  such excess);

                  2.4  Collateral Reserve Account. Pursuant to clause (ii) of 
the fifth sentence of SECTION 3.02 of the Credit Agreement, the Borrower is
hereby advised in writing by the Collateral Agent of a different arrangement
selected by the Collateral Agent (as directed by the Required Lenders) in
respect of the disposition of collected amounts on deposit from time to time in
the Collateral Reserve Account; that is, effective as of the Amendment Date, and
continuing at all times thereafter, the Administrative Agent will apply all
collected amounts in the Collateral Account to Revolving Loans then outstanding
and Letter of Credit Obligations in respect of In-Line Standby Letters of Credit
and Commercial Letters of Credit then due and payable, pro rata among each of
such Obligations based on the proportion which each bears to the total amount of
all such Obligations, all in conformity with the last sentence of SECTION 3.02
and subject to the overriding provisions of SECTION 3.02 in respect of such
dispositions during any time that a Default or Event of Default is in existence.

                  2.5  Interest Rates. SECTION 2.05 of the Credit Agreement is 
amended by adding thereto, at the end thereof, the following:

                           (f)      Notwithstanding any of the foregoing 
                  provisions of this SECTION 2.05, excepting therefrom only
                  subsections (d) and (e) hereof, effective on and at all times
                  after the First Amendment Date, 



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                  the following provisions shall govern the interest rate
                  payable on the Loans:

                                    (i)      all Loans made, continued or 

                           converted shall be made, continued as or converted
                           into Base Rate Loans only;

                                    (ii)     all Base Rate Loans existing on the
                           First Amendment Date, together with any and all Loans
                           made, continued or converted into Base Rate Loans
                           after the First Amendment Date, shall bear interest
                           at the Base Rate plus an Applicable Margin of one
                           percent (1%) per annum (without any subsequent
                           performance pricing adjustment);

                                    (iii)    the interest rate payable on all 
                           Euro-Dollar Loans outstanding on the First Amendment
                           Date shall be increased by one percent (1%) per
                           annum, effective as of the First Amendment Date, and
                           all such Euro-Dollar Loans shall by converted into
                           Base Rate Loans effective upon the expiration of the
                           current Interest Period respective thereto;

                  2.6  Financial Reporting. SECTION 5.01 of the Credit Agreement
is amended by adding thereto, at the end thereof, the following new subsection
(p):

                           (p)      without limitation of the foregoing clauses 
                  (a) through (n), and in supplementation thereof, effective on
                  the First Amendment Date, and continuing at all relevant times
                  thereafter, the following additional reporting covenants shall
                  apply:

                                    (i)      there shall be included with the 
                           monthly financial statements required to be delivered
                           to the Lenders pursuant to clause (b) of this SECTION
                           5.01, divisional financial statements for the
                           relevant fiscal period, in respect of each of the
                           Borrower's operating divisions, segregated on a
                           division-by-division basis;

                                    (ii)     as soon as available and in any 
                           event on the second Business Day of each calendar
                           week, the Borrower shall have prepared and delivered
                           to each of the Lenders (x) a cash forecast and budget
                           for the coming four (4) calendar weeks (including the



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                           current week), segregated week-by-week and (y) a
                           weekly reconciliation of discrepancies among
                           forecasted, budgeted and actual cash receipts and
                           disbursements for the prior week, all in form
                           satisfactory to the Agents; and

                                    (iii)    the Borrowing Base Certificate (and
                           accompanying documentation) described in clause (j)
                           of this SECTION 5.01, shall be prepared and delivered
                           weekly by the Borrower, as of the last Business Day
                           of the preceding calendar week, with the Borrowing
                           Base Certificate to be delivered on the third
                           Business Day of each calendar week, and with the
                           accompanying documentation to be delivered on the
                           fourth Business Day of each calendar week..

                  2.7  Reports Respecting Collateral. SECTION 5.32 of the Credit
Agreement is amended by deleting therefrom (i) the words "twenty (20) days after
the end of each Fiscal Month" in the second line thereof and substituting in
their place the words "the first Business Day of each calendar week"; and by
further deleting therefrom the words "preceding Fiscal Month" and substituting
in their place the words "preceding calendar week," wherever they appear in such
SECTION.

                  2.8  Field Audit. In conformity with SECTION 5.02 of the 
Credit Agreement, the Borrower shall fully cooperate with the Collateral Agent
in the conduct of a field audit of the Collateral, commencing on or as soon as
practicable after the Amendment Date.

                  2.9  Inventory Appraisal. SECTION 5.34 of the Credit Agreement
shall be amended by adding thereto, at the end thereof, the following new
sentence:

                           In addition to the foregoing, as soon as practicable
                  after the First Amendment Date, but in any event by February
                  15, 1999, the Borrower shall obtain, at its expense, and
                  deliver to the Collateral Agent an appraisal of the Inventory
                  Collateral from an appraiser, and using an appraisal
                  methodology, approved by the Agents.

                  2.10  Mortgages. There shall be added to ARTICLE 5 a new 
SECTION 5.42, to read as follows:

                           SECTION 5.42  Mortgages. As soon as available after 
                  the First Amendment Date, but in any event by not later than
                  February 10, 1999, the Borrower shall deliver or cause to be
                  delivered to the Collateral Agent, in respect of that portion
                  of the Aggregate Real Properties as are owned by the Obligors
                  on the First



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                  Amendment Date on which any manufacturing facilities (whether
                  open or closed) are situated, and all contiguous, adjacent and
                  related real property, including, in Pike County, Georgia, all
                  timberland, consisting of 900 acres, more or less (herein, the
                  "Mortgaged Real Property"), the following:

                                    (i)      a mortgage, deed to secure debt, 
                           deed of trust or similar instrument of conveyance
                           (herein, a "Mortgage"), conveying to the Collateral
                           Agent for the benefit of all Agents and Lenders a
                           first priority Lien on the Mortgaged Real Property,
                           free and clear of all other Liens and encumbrances
                           excepting only those which are approved in writing by
                           the Collateral Agent;

                                    (ii)     a mortgagee's title insurance 
                           policy (or binder committing to issue same), in
                           customary ALTA form, from a title insurer selected by
                           the Borrower, at its expense, but acceptable to the
                           Collateral Agent, insuring the Collateral Agent's
                           interest as mortgagee in the Mortgaged Real Property
                           in an amount of coverage acceptable to the Collateral
                           Agent and containing only such exceptions and
                           limitations as shall be acceptable to the Collateral
                           Agent;

                                    (iii)    a current, as-built boundary line
                           survey of the Mortgaged Real Property from a
                           registered land surveyor, selected by the Borrower,
                           at its expense, but acceptable to the Collateral
                           Agent in customary ALTA form;

                                    (iv)     as appropriate, a lessor's
                           acknowledgment and consent in respect of any
                           Mortgaged Real Property which is leased; and

                                    (v)      such other, similar or related
                           requirements as the Collateral Agent may require in
                           connection the foregoing.

Additionally, the Lenders reserve the right to require that Borrower comply with
the foregoing requirements as to any one or more or all other parcels of real
property, whether now owned or hereafter acquired, which Borrower shall do as
soon as possible after, but in any event within thirty (30) days after, receipt
of written request therefor from Agent that it do so.



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         SECTION 3.  Representations and Warranties of Obligors. The Borrower 
and FSC, each severally, represents and warrants to the other Parties that:

         (a)      It has the power and authority to enter into and to perform
                  this First Amendment, to execute and deliver all documents
                  relating to this First Amendment, and or incur the obligations
                  provided for in this First Amendment, all of which have been
                  duly authorized and approved in accordance with its corporate
                  documents;

         (b)      This First Amendment, together with all documents executed
                  pursuant hereto, shall constitute when executed its valid and
                  legally binding obligations in accordance with their
                  respective terms;

         (c)      All representations and warranties made by it in the Credit
                  Agreement are true and correct as of the date hereof, with the
                  same force and effect as if all representations and warranties
                  were fully set forth herein;

         (d)      Its Obligations under the Credit Documents remain valid and
                  enforceable Obligations, and the execution and delivery of
                  this First Amendment and the other documents executed in
                  connection herewith shall not be construed as a novation of
                  the Credit Agreement or any of the other Credit Documents;

         (e)      As of the date hereof, it has no offsets, defenses or
                  counterclaims against the payment of any of the Obligations;
                  and

         (f)      As of the date hereof, and after giving effect to the terms 
                  hereof, no Default Condition or Event of Default exists,
                  except in relation to Borrower's continuing compliance with
                  Sections 5.21 and 5.24 of the Credit Agreement as they relate
                  to Borrower's Fiscal Quarter ending closest to December 31,
                  1998; which Default Conditions and Events of Default have not
                  been waived by Lenders, and are not being waived hereby by
                  Lenders, but shall continue, together with Lenders' full
                  reservation after all rights and remedies deriving therefrom,
                  notwithstanding this Amendment.

         SECTION 4.  Waiver of Claims. As a specific inducement to the other
Parties without which the Borrower and FSC acknowledge the other Parties would
not enter into this First Amendment and the other documents executed in
connection herewith, each of the Borrower and FSC hereby waives any and all
claims that it may have against any other Party, as of the date hereof, arising
out of or relating to the Credit Agreement or any other Credit Document whether
sounding in contract, tort, or any other basis.

         SECTION 5.  Conditions of Effectiveness. This First Amendment shall 
become effective when, and only when, the Documentation Agent shall have
received this First Amendment, executed by each Party.



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         SECTION 5.  Miscellaneous.

                  5.1  Reference to Credit Agreement. Upon the effectiveness of
this Credit Agreement, each reference in the Credit Agreement to "this Credit
Agreement" and each reference in the other Credit Documents to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby.

                  5.2  Effect on Credit Documents. Except as specifically 
amended above, all terms of the Credit Agreement and all other Credit Documents
shall remain in full force and effect and are hereby ratified and confirmed.

                  5.3  No Waiver. The execution, delivery and effectiveness of
this First Amendment shall not operate as a waiver of any right, power, or
remedy of Lenders or the Agents under any of the Credit Documents, nor
constitute a waiver of any provision of any of the Credit Documents.

                  5.4  Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses of the Agents and the Lenders in connection with
the preparation, reproduction, execution, and delivery of this First Amendment
and the other instruments and documents to be delivered hereunder, including the
reasonable fees and out-of-pocket expenses of counsel for the Agent and the
Lenders with respect hereto.

                  5.5  No Novation. Nothing contained herein intended, or shall
be construed, to constitute a novation to the Credit Agreement or any Credit
Document.

                  5.6  Governing Law. This First Amendment shall be governed by
and construed in accordance with the laws of the State of Georgia, without
giving affect to conflict of law provisions.

                  5.7  Counterparts. This First Amendment may be executed in
counterparts. Each counterpart shall bind the Party or Parties executing same.
All counterparts, taken together, shall constitute one and the same agreement.



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                  IN WITNESS WHEREOF, the Parties have caused this First
Amendment to be duly executed, under seal, by their respective authorized
officers as of the day and year first above written.

                                        "BORROWER"

                                        THOMASTON MILLS, INC.


                                        By:                               (SEAL)
                                           -------------------------------
                                           Neil H. Hightower
                                           President and Chief Executive Officer

                                        Attest:
                                               ---------------------------------
                                               A. William Ott
                                               Vice President-Finance

                                               (CORPORATE SEAL)


                                        "SUBSIDIARY GUARANTOR"

                                        THOMASTON MILLS FSC, INC.


                                        By:                               (SEAL)
                                           -------------------------------
                                           Neil H. Hightower
                                           President and Chief Executive Officer

                                           Attest: 
                                                  ------------------------------
                                                  A. William Ott
                                                  Vice President-Finance

                                               (CORPORATE SEAL)



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                                    SUNTRUST BANK, ATLANTA,
                                    as Administrative Agent,
                                    Syndication Agent and as a Lender     (SEAL)



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


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

                                       (CORPORATE SEAL)



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                                    WACHOVIA BANK, N.A.,
                                    as Special Issuer, Documentation Agent,
                                    Collateral Agent, and as a Lender     (SEAL)



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



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                                    NATIONSBANK, N.A.,
                                    as a Lender                           (SEAL)



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



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                                    SUNTRUST EQUITABLE SECURITIES
                                    CORPORATION, as Arranger and Lead
                                    Manager



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


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

                                                     (CORPORATE SEAL)



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