AMENDMENT NO. 4 TO CREDIT AGREEMENT

        THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Agreement") is made and
entered into as of this 28th day of June, 2001, by and among CONE MILLS
CORPORATION, a North Carolina corporation (the "Borrower"), BANK OF AMERICA,
N.A., a national banking association, each of the Lenders signatory hereto and
BANK OF AMERICA, N.A., a national banking association, as Agent (the "Agent")
for the Lenders.

                              W I T N E S S E T H:

        WHEREAS, the Borrower, the Agent and the Lenders from time to time
party thereto (the Lenders") have entered into that certain Credit Agreement
dated as of January 28, 2000, as amended by Amendment No. 1 to Credit Agreement
dated as of July 14, 2000, Amendment No. 2 to Credit Agreement dated as of
December 12, 2000, and Waiver and Amendment No. 3 to Credit Agreement dated as
of April 23, 2001 (as amended hereby and as from time to time further amended,
supplemented or replaced, the "Credit Agreement");

        WHEREAS, the Borrower has requested and the Agent and the Lenders have
agreed, subject to the terms and conditions of this Agreement, to amend the
Credit Agreement pursuant to the terms and conditions herein set forth;

        NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions herein set forth, it is hereby agreed as follows:

        1.  Definitions. The term "Credit Agreement" as used herein and in the
other Loan Documents shall mean the Credit Agreement as previously and as hereby
amended and as from time to time further amended or modified. Unless the context
otherwise requires, all capitalized terms used herein without definition shall
have the respective meanings provided therefor in the Credit Agreement.

        2.  Amendments to Credit Agreement.

            (a) The definition of "Applicable Margin" in Section 1.1 is
        hereby deleted and the following new definition is inserted in
        replacement thereof:

                                     Applicable Margin
        -----------------------------------------------------------------------
                    Base Rate                                  Eurodollar Rate
        -----------------------------------------------------------------------

                     2.00%                                         4.25%


            (b) The definition of "Borrowing Base" in Section 1.1 is
        amended by (1) deleting the number "45%" in subsection (i) thereof and
        inserting in lieu thereof the number "85%" and (2) deleting the number
        "60%" in subsection (ii) thereof and inserting in lieu thereof the
        number "65%".

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            (c) Subsection (vii) of the definition of "Consolidated
        EBITDA" in Section 1.1 is amended in its entirety so that as amended it
        reads as follows:

                "(vii) Non-cash Restructuring Charges not to exceed $35,000,000
            in Fiscal Year 2001".

            (d) The definition of "Fiscal Quarter" in Section 1.1 is
        amended by deleting the phrase "and July 1, 2001" at the end thereof
        and inserting in lieu thereof the phrase ", July 1, 2001, and September
        30, 2001".

            (e) The definition of "Fiscal Year" in Section 1.1 is amended
        by inserting at the end thereof the phrase "and, with respect to fiscal
        year 2001, the fiscal period ending on December 30, 2001.

            (f) A new definition of "Net Proceeds" is hereby inserted in
        Section 1.1 in the proper alphabetical order to read as follows:

                "Net Proceeds" (a) from any public or private
            offering of any security (including securities evidencing
            Indebtedness and any Capital Market Transaction) means cash
            payments received by the Borrower or any Subsidiary therefrom
            as and when received, net of all legal, accounting, banking
            and underwriting fees and expenses, commissions, discounts and
            other issuance expenses incurred in connection therewith and
            all taxes required to be paid or accrued as a consequence of
            such issuance; and (b) from any Asset Disposition means cash
            payments received by the Borrower or any Subsidiary therefrom
            (including any cash payments received pursuant to any note or
            other debt security received in connection with any Asset
            Disposition) as and when received, net of (i) all legal fees
            and expenses and other fees and expenses paid to third parties
            and incurred in connection therewith, (ii) all taxes required
            to be paid or accrued as a consequence of such disposition,
            (iii) all amounts applied to repayment of Indebtedness (other
            than the Obligations and the Senior Note Obligations) secured
            by a Lien on the asset or property disposed.

            (g) The definition of "Permitted Asset Dispositions" in
        Section 1.1 is amended in its entirety so that as amended it reads as
        follows:

                "Permitted Asset Dispositions" means Asset
            Dispositions consisting of (i) dispositions of inventory in
            the ordinary course of business, (ii) dispositions of property
            that is substantially worn, damaged, obsolete or, in the
            judgment of the Borrower, no longer best used or useful in its
            business or that of any Subsidiary which in the aggregate
            during any Fiscal Year has a fair market value or book value,
            whichever is greater, of $1,000,000 or less, (iii) transfers
            of assets necessary to give effect to merger or consolidation
            transactions permitted by Section 10.8, (iv) the disposition


<PAGE>

            of cash or Eligible Securities in the ordinary course of
            management of the investment portfolio of the Borrower and its
            Subsidiaries, (v) securitization of accounts receivable and
            related rights pursuant to the Securitization Transaction,
            (vi) the sale or discount without recourse of accounts
            receivable or notes receivable, or the conversion or exchange
            of accounts receivable into or for notes receivable in
            connection with the compromise or collection thereof, each in
            the ordinary course of business, (vii) dispositions of assets
            described on Schedule 1.1 hereto, (viii) dispositions of
            assets described on Schedule 1.1A hereto and (ix) sale and
            leaseback transactions permitted under Section 10.14."

            (h) The definition of "Stated Termination Date" in Section 1.1
        is amended in its entirety so that as amended it reads as follows:

                "Stated Termination Date" means November 7, 2001."

            (i) Section 1.1 is hereby amended by adding a new defined term
        "Senior Pro Rata Share" which shall read as follows:

                "Senior Pro Rata Share" means, with respect to any
        Net Proceeds, that amount determined by multiplying the amount of such
        Net Proceeds by a fraction, (a) the denominator of which shall be the
        sum of all Obligations (calculated prior to the occurrence and
        continuation of an Event of Default as the Clawback Amount (as defined
        in the Senior Debt Intercreditor Agreement) and after the occurrence
        and during the continuation of an Event of Default as all outstanding
        Obligations), plus all Senior Note Obligations and (b) the numerator of
        which shall be all Obligations (calculated prior to the occurrence and
        continuation of an Event of Default as the Clawback Amount (as defined
        in the Senior Debt Intercreditor Agreement) and after the occurrence
        and during the continuation of an Event of Default as all outstanding
        Obligations).

            (j) The first sentence of Section 2.1(f) is amended in its entirety
        so that as amended it reads as follows:

                "In addition to any optional reductions of the Total
            Revolving Credit Commitment effected under Section 2.1(e), the
            Borrower shall make a mandatory prepayment in an amount equal
            to (i) the Lenders' Senior Pro Rata Share of (A) the Net
            Proceeds of each Capital Market Transaction of the Borrower or
            any Subsidiary (other than securities issued to the Borrower
            or another Subsidiary) permitted, (B) the Net Proceeds of any
            Asset Dispositions described in clause (vii) of the definition
            of "Permitted Asset Dispositions", and (C) the Net Proceeds of
            any Asset Dispositions described in clause (viii) of the
            definition of "Permitted Asset Dispositions", and (ii) 100% of
            the proceeds of any other Sharing Payment (as defined in the
            Senior Debt Intercreditor Agreement) received by the Agent or
            the Lenders from time to time.

<PAGE>

                Each such mandatory prepayment required under Section
            2.1(f)(i)(C) shall be applied to the Priority Senior
            Obligations (as defined in the Senior Debt Intercreditor
            Agreement) and to the extent applied to the Revolving Credit
            Outstanding shall be a permanent reduction in the Total
            Revolving Credit Commitment to be effective on the date of
            receipt of such Net Proceeds. Each such mandatory prepayment
            required under Section 2.1(f)(i)(A) and (B) and Section
            2.1(f)(ii)shall be applied as a permanent reduction in the
            Total Revolving Credit Commitment to be effective on the date
            of receipt of such Net Proceeds.

                Each mandatory prepayment required under this Section
            2.1(f) shall be made (1) within 10 Business Days after the end
            of each Fiscal Quarter if the aggregate Net Proceeds received
            during such Fiscal Quarter (exclusive of amounts paid pursuant
            to subsection (3) below) are less than $250,000, (2) within 10
            Business Days after the date on which the aggregate Net
            Proceeds received in any Fiscal Quarter (exclusive of amounts
            paid pursuant to subsection (3) below) exceed $250,0000, and
            (3) within 3 Business Days after the date of receipt of Net
            Proceeds of $250,000 or more from any individual transaction.
            Each mandatory prepayment required under this Section 2.1(f)
            shall include a certificate of an Authorized Representative
            setting forth in reasonable detail the calculations utilized
            in computing the amount of such prepayment."

            (k) Section 4.1(a) is amended in its entirety to reads as follows:

                (a) Eurodollar Rate Loans and Base Rate Loans may be
            outstanding at the same time and, so long as no Default or
            Event of Default shall have occurred and be continuing, the
            Borrower shall have the option to elect the Type of Loan and
            the duration of the initial and any subsequent Interest
            Periods and to Convert Revolving Loans in accordance with
            Sections 2.1(c)(i) and 4.2, as applicable; provided, however,
            (i) there shall not be outstanding at any one time Eurodollar
            Rate Loans having more than ten (10) different Interest
            Periods, (ii) each Eurodollar Rate Loan (including each
            Conversion into and each Continuation as a Eurodollar Rate
            Loan) shall be in an amount of $1,000,000 or, if greater than
            $1,000,000, an integral multiple of $1,000,000, and (iii) no
            Eurodollar Rate Loan shall have an Interest Period that
            extends beyond the Stated Termination Date. If the Agent does
            not receive a Borrowing Notice or an Interest Rate Selection
            Notice giving notice of election of the duration of an
            Interest Period or of Conversion of any Loan to or
            Continuation of a Loan as a Eurodollar Rate Loan by the time
            prescribed by Sections 2.1(c)(i) and 4.2, as applicable, the
            Borrower shall be deemed to have elected to obtain or Convert
            such Loan to (or Continue such Loan as) a Base Rate Loan until
            the Borrower notifies the Agent in accordance with Section
            4.2. The Borrower shall not be entitled to elect to Continue
            any Loan as or Convert any Loan into a Eurodollar Rate Loan if
            a Default or Event of Default shall have occurred and be continuing.

            (l) Section 9.1(j) is hereby amended in its entirety to read as
        follows:

<PAGE>
                "(j) On the last Business Day of each week, the
            Borrower shall deliver to the Agent (i) projected cash flow
            statements of the Borrower and its Subsidiaries for the 13
            week period beginning on such date, (ii) a comparison of the
            week most recently ended with the amount projected for such
            week in the statements delivered pursuant to Section 9.1(j)(i)
            and (iii) an explanation of any material variances (10% or
            greater) between actual and projected cash flow;"

            (m) Section 10.1(a) is amended by deleting the number "$138,000,000"
        and inserting in lieu thereof the number "$120,000,000".

            (n) Section 10.1(b) is amended in its entirety so that as amended it
        reads as follows:

                "(b) Consolidated Leverage Ratio. Permit the
            Consolidated Leverage Ratio to be more than (i) 8.75 to 1.00
            as of the end of the Four Quarter Period ending on July 1,
            2001 and (ii) 9.90 to 1.00 as of the end of the Four Quarter
            Period ending on September 30, 2001."

            (o) Section 10.1(c) is amended in its entirety so that as amended it
        reads as follows:

                "(c) Consolidated Interest Coverage Ratio. Permit the
            Consolidated Interest Coverage Ratio to be less than (i) 1.25
            to 1.00 as of the end of the Four Quarter Period ending on
            July 1, 2001 and (ii) 1.10 to 1.00 as of the end of the Four
            Quarter Period ending on September 30, 2001."

            (p) Section 10.1(d) is amended in its entirety so that as amended it
        reads as follows:

                "(d) Consolidated EBITDA. Permit Consolidated EBITDA
            to be less than (i) $25,000,000 for the Four Quarter Period
            ending on July 1, 2001 and (ii) $23,500,000 for the Four
            Quarter Period ending on September 30, 2001."

            (q) A new Section 10.1(e) is hereby added to Section 10.1 to read as
        follows:

                "(e) Permit Non-cash Restructuring Charges to be
            greater than $35,000,000 in Fiscal Year 2001."

            (r) Section 10.2 is amended in its entirety so that as amended it
        reads as follows:

                "10.2 Acquisitions. Enter into any agreement,
            contract, binding commitment or other arrangement providing
            for any Acquisition, or take any action to solicit the tender
            of securities or proxies in respect thereof in order to effect
            any Acquisition."

<PAGE>
            (s) Section 10.3 is amended in its entirety so that as amended it
        reads as follows:

                "10.3  Capital  Expenditures. (a) Make or become committed to
            make U.S. Capital Expenditures which exceed $10,000,000 in Fiscal
            Year 2001.

                (b) Make or become committed to make Mexican Capital
            Expenditures unless (i) no Default or Event of Default has
            occurred and is continuing, (ii) such Mexican Capital
            Expenditures are only for the purpose of purchasing the
            certain real property in Altamira, Mexico and making certain
            improvements thereto and (iii) such Mexican Capital
            expenditures do not exceed $200,000 in Fiscal Year 2001."

            (t) Section 10.5(d) is hereby amended by deleting the Dollar
        amount "$10,000,000" and inserting in lieu thereof the Dollar amount
        "$0".

            (u) Section 10.5(f) is hereby amended by deleting the Dollar
        amount "$5,000,000" and inserting in lieu thereof the Dollar amount
        "$0".

            (v) Section 10.7(g) is amended in its entirety so that as amended it
        reads as follows:

                "(g)  investments  made at such  time as no  Default  or Event
            of Default shall have occurred and be continuing relating to the
            site in Altamira, Mexico (at which site the Borrower intends to
            construct a denim manufacturing facility), not in excess of
            $2,700,000 in Fiscal Year 2001."

            (w) A new Schedule 1.1A is hereby added to the Credit Agreement to
        read as Schedule 1.1A attached hereto.

        3.  Amendment Fee. On the date hereof the Borrower shall pay to the
Agent for the pro rata  benefit of the Lenders party hereto an Amendment Fee
equal to $73,000.

        4.  Guarantors. Each of the Guarantors has joined into the execution of
this Agreement for the purpose of consenting to the amendment contained herein
and reaffirming its guaranty of the Obligations as amended by the terms of this
Agreement.

        5.  Borrower's Representations and Warranties. The Borrower hereby
represents, warrants and certifies that:

            (a) The representations and warranties made by it in Article
        VIII of the Credit Agreement are true on and as of the date hereof
        before and after giving effect to this Agreement except that the
        financial statements referred to in Section 8.6(a) shall be those most
        recently furnished to each Lender pursuant to Section 9.1(a) and (b) of
        the Credit Agreement;



<PAGE>

            (b) The Borrower has the power and authority to execute and perform
        this Agreement and has taken all action required for the lawful
        execution, delivery and performance thereof;

            (c) Except as has been disclosed to the Agent and the Lenders
        in writing, there has been no material adverse change in the condition,
        financial or otherwise, of the Borrower and its Subsidiaries, taken as
        a whole, since the date of the most recent financial reports of the
        Borrower received by each Lender under Section 9.1(a) of the Credit
        Agreement after giving effect to the transaction contemplated by this
        Agreement;

            (d) The business and properties of the Borrower and its
        Subsidiaries are not, and since the date of the most recent financial
        report of the Borrower and its Subsidiaries received by the Agent under
        Section 9.1(a) of the Credit Agreement have not been, adversely
        affected in any substantial way as the result of any fire, explosion,
        earthquake, accident, strike, lockout, combination of workmen, flood,
        embargo, riot, activities of armed forces, war or acts of God or the
        public enemy, or cancellation or loss of any major contracts; and

            (e) No Default or Event of Default has occurred and is continuing.

        6.  Entire Agreement. This Agreement sets forth the entire understanding
 and agreement of the parties hereto in relation to the subject matter hereof
and supersedes any prior negotiations and agreements among the parties relative
to such subject matter. None of the terms or conditions of this Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.

        7.  Full Force and Effect of Amendment. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.

        8.  Counterparts. This Agreement may be executed in any number of
counterparts and all the counterparts taken together shall be deemed to
constitute one and the same instrument.

        9.  Enforceability. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of the
parties  hereto,  all  other  provisions  nevertheless  shall  remain effective
and binding on the parties hereto.

        10. Credit Agreement and Other Loan Documents. All references in any of
the Loan Documents to the "Credit Agreement" shall mean the Credit Agreement as
amended hereby.

<PAGE>

        11. Condition to Effectiveness. This Agreement shall become effective as
of the date hereof provided the Agent shall have received (a) the Amendment Fee
and (b) at least one executed copy, certified by the Borrower, of each of (i)
an amendment to the Senior Note Agreement containing substantially the same
amendments as are contained herein and otherwise in form and substance
acceptable to the Agent and in full force and effect and (ii) the approval
letter required under the Securitization Intercreditor Agreement.

                            [Signature pages follow.]

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the day and year
first above written.


                                  BORROWER:

                                  CONE MILLS CORPORATION


                                  By: /s/ Gary L. Smith
                                  Name: Gary L. Smith
                                  Title: Exec. Vice President & CFO


                                  GUARANTORS:

                                  CIPCO S.C., INC.

                                  By:  /s/ Gary L. Smith
                                  Name: Gary L. Smith
                                  Title: Vice President


                                  CONE FOREIGN TRADING LLC

                                  By:  /s/Gary L. Smith
                                  Name: Gary L. Smith
                                  Title:  Exec. Vice President & CFO


                                  AGENT:

                                  BANK OF AMERICA, N.A. as Agent for the Lenders

                                  By:  /s/John F. Register
                                  Name:  John F. Register
                                  Title:  Principal


                          Signature Page 1 of 2

<PAGE>





                                  LENDERS:

                                  BANK OF AMERICA, N.A.

                                  By: /s/John F. Register
                                  Name: John F. Register
                                  Title: Principal



                                  FIRST UNION NATIONAL BANK

                                  By: /s/Tom Bohrer
                                  Name:  Tom Bohrer
                                  Title:  Vice President


                                  WACHOVIA BANK, N.A.

                                  By: /s/Charlene A. Johnson
                                  Name:  Charlene A. Johnson
                                  Title: Senior Vice President


                                  SUNTRUST BANK

                                  By: /s/ Samuel M. Ballesteros
                                  Name: Samuel M. Ballesteros
                                  Title: Director


                                  MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                                  By: /s/ Michael J. Gibbons
                                  Name: Michael J. Gibbons
                                  Title: Managing Director

                         Signature Page 2 of 2

<PAGE>

                                  Schedule 1.1A

                        Disposition of Additional Assets

The expected value of net proceeds on the disposition of fixed assets under
Cone's 2001 Reinvention Plan is $10,813,000 as shown below. The total excludes
assets listed on Schedule 1.1; $349,000 for Salisbury warehouse sold in June
2001 and estimated $590,000 from auction of remaining Salisbury equipment in
late July with proceeds expected in third quarter of 2001. Total expected value
of proceeds from the plan $11,752,000.

1)       Haynes Plant
         -  80 Nissan SC looms, 10 Sulzer P7200's, 90 LA51 Nissan looms
         -  EV of proceeds = $1,089,000
         -  Target timeline:  in 2001

2)       Florence Plant
         -  Equipment sold post closing - slashers
         -  EV of proceeds = $80,000
         -  Target timeline:   2002

3)       Raytex Plant
         -  Equipment
         -  EV of proceeds = $3,720,000
         -  Target timeline: July 2001 - December 2002

         -  Land & Building
         -  EV of proceeds = $2,933,000
         -  Target timeline: Sale to Seiren Corp in 2001 or 2002/2003 to other
            buyers

4)       Greensboro land - Proximity site
         -  28 acres on Maple Street in Greensboro NC, corner of Wendover &
            Yanceyville
         -  EV of proceeds = $2,080,000
         -  Target timeline: December 2001 - December 2002

5)       Greensboro land - behind White Oak
         -  13 acres of land on the SW corner of Summit Avenue and 16th Street
         -  EV of proceeds = $500,000
         -  Target timeline: December 2001

6)       Greensboro land - behind wastewater treatment facility - odor issues
         -  45 acres of land on Summit Avenue in Greensboro
         -  EV of proceeds = $372,000
         -  Target timeline: December 2001

7)       Miscellaneous land
         -  Rutherford County - Cotton Mill Cafe land
         -  EV of proceeds = $6,000
         -  Target timeline: 2001 - needed releases

         -  Rutherford County - Padgett land
         -  EV of proceeds = $23,000
         -  Target timeline: 2001 - needed releases

         -  Salisbury - 6.5 acres Town Creek flood plain
         -  EV of proceeds = $10,000
         -  Target timeline: 2001