167




Exhibit 4.4(a)                                                  [CONFORMED COPY]


                          AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT


     AMENDMENT NO. 1 AND WAIVER (this  "Amendment")  dated as of October 3, 1999
to the  Credit  Agreement  dated as of August 7, 1997 (the  "Credit  Agreement")
among CONE MILLS CORPORATION, the BANKS listed therein and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent.  The parties hereto agree as follows:  Section 1.
Defined Terms;  References.  Unless otherwise  specifically defined herein, each
term used  herein  which is  defined  in the Credit  Agreement  has the  meaning
assigned  to such term in the Credit  Agreement.  Each  reference  to  "hereof",
"hereunder",  "herein" and "hereby" and each other  similar  reference  and each
reference to "this Agreement" and each other similar reference  contained in the
Credit Agreement shall,  after this Amendment  becomes  effective,  refer to the
Credit Agreement as amended hereby.  As used herein,  the term "Redwood Purchase
Agreement" refers to the Receivables  Purchase and Servicing  Agreement dated as
of  September  1, 1999 among Cone  Receivables  II LLC,  the  Borrower,  Redwood
Receivables  Corporation and General Electric Capital Corporation,  as Operating
Agent and Collateral  Agent.  Section 2. Limited  Waiver.  At the request of the
Borrower,  the Banks hereby waive any Default which may exist under Section 5.10
or Section 5.11 of the Credit Agreement,  such waiver to be effective solely for
the period  commencing  on the date hereof and ending on November 30, 1999.  The
waiver granted pursuant to this Section 2 shall be limited precisely as written,
and shall not  extend to any  Default  under any other  provision  of the Credit
Agreement or to any Default under  Section 5.10 or 5.11 of the Credit  Agreement
which may exist after the expiration of this waiver (including, for avoidance of
doubt,  any  Default  which may exist at October  3, 1999 but for this  waiver).
Section 3. Amendments Relating to Receivables Purchase Agreement . The following
conforming  amendments  are made to  reflect  the form of the  Redwood  Purchase
Agreement:  (a) Section 1.01 of the Credit Agreement is amended by inserting the
following definition in appropriate alphabetical order:
                                                   169

     "Special  Purpose  Company"  means the special  purpose  entity  created to
purchase  accounts  receivable  from the Borrower and otherwise  consummate  the
transactions contemplated by the Receivables Purchase Agreement, which entity is
Cone   Receivables  II  LLC  on  September  1,  1999.  (b)  The  definitions  of
"Consolidated  Subsidiary"  and  "Subsidiary"  in  Section  1.01  of the  Credit
Agreement  are each  amended by  inserting  immediately  at the end  thereof the
phrase, "and, including in any event, the Special Purpose Company".  (c) Section
5.08(b) of the Credit  Agreement is amended by (i) inserting  immediately  after
the words "except that" the clause number "(i)" and (ii) inserting at the end of
such Section the phrase A and (ii) the Special  Purpose  Company may incur or be
liable  with  respect to Debt in  accordance  with the terms of the  Receivables
Purchase  Agreement".  (d) Section 5.13(j) of the Credit Agreement is amended by
(i) inserting  immediately after the word "Borrower" the phrase "pursuant to the
Transfer  Agreement (as defined in the  Receivables  Purchase  Agreement) or the
Special Purpose  Company" and (ii) deleting the amount  "$65,000,000"  in clause
(i) of the proviso and substituting therefor the amount  "$50,000,000".  (e) The
first  proviso  in  Section  5.14 of the  Credit  Agreement  is  amended  by (i)
inserting  immediately  after the word  "Borrower"  the phrase  "and the Special
Purpose Company" and (ii) inserting  immediately before the phrase  "Receivables
Purchase   Agreement"  the  phrase  "Transfer   Agreement  (as  defined  in  the
Receivables  Purchase  Agreement)  and the".  Section 4. Pricing  Schedule.  The
Pricing Schedule is amended in its entirety and replaced by the Pricing Schedule
attached  hereto.  Section 5.  Representations  of the  Borrower.  The  Borrower
represents and warrants that after giving effect to the waiver granted  pursuant
to Section 2 above and the amendments  set forth in Sections 3 and 4 above,  (i)
the representations and warranties of the Borrower set forth in Article 4 of the
Agreement  will be true on and as of the date  hereof and (ii) no  Default  will
have  occurred  and be  continuing  on such  date.  Section 6.  Costs,  Fees and
Expenses.  On or before the  Amendment  Effective  Date  referred to below,  the
Borrower  shall  pay  of  all  costs,  fees  and  expenses  (including,  without
limitation,  reasonable legal fees and expenses) and other compensation  payable
to the Agent on or prior to such date in connection with this Amendment.

     Section 7. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.  Section 8.  Counterparts.
This Amendment may be signed in any number of counterparts,  each of which shall
be an  original,  with the same effect as if the  signatures  thereto and hereto
were upon the same instrument.  Section 9.  Effectiveness.  This Amendment shall
become effective on the first date (the "Amendment Effective Date") on which the
Agent shall have received (i) counterparts hereof signed by each of the Required
Banks and the  Borrower  (or,  in the case of any party as to which an  executed
counterpart  shall  not  have  been  received,  receipt  by the  Agent  in  form
satisfactory to it of telegraphic, telex or other written confirmation from such
party of  execution  of a  counterpart  hereof by such party) and (ii)  evidence
satisfactory  to the Agent that the Borrower  shall have received  waivers on no
less  favorable  terms of the  corresponding  covenants in Paragraphs  6A(2) and
6A(3) its Note  Agreement  dated as of August 13,  1992,  as  amended,  with The
Prudential  Insurance  Company of America and in Section 32 of the Master  Lease
dated as of October 24, 1994, as amended, between TBC Realty II Corporation,  as
lessor, and the Borrower, as lessee.

170




     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the date first above written.
                                            CONE MILLS CORPORATION

                                            By: /s/ David E. Bray
                                                  Title:  Treasurer

                                            MORGAN GUARANTY TRUST
                                                  COMPANY OF NEW YORK,
                                                  as Bank and as Agent

                                            By: /s/ Kimberly L. Turner
                                                  Title:  Vice President

                                            FIRST UNION NATIONAL BANK

                                            By: /s/ Roger Pelz
                                                  Title:   Senior Vice President

                                            BANK OF AMERICA, N.A.
                                            (successor to NationsBank, N.A.)

                                            By: /s/ E. Phifer Helms
                                                  Title:   Managing Director

                                            WACHOVIA BANK, N.A.

                                            By: /s/ Haywood Edmundson, V
                                                  Title:   Senior Vice President

                                            SUNTRUST BANK

                                            By:  /s/ David W. Penter
                                                   Title:  Vice President