Exhibit 2.1(f)
                FOURTH AMENDMENT TO SECURITIZATION AGREEMENTS
                 AND ADDITIONAL ORIGINATOR JOINDER AGREEMENT


     THIS  FOURTH   AMENDMENT  TO   SECURITIZATION   AGREEMENTS  AND  ADDITIONAL
ORIGINATOR  JOINDER  AGREEMENT (this  "Amendment"),  made and entered into as of
April 24, 2000, by and between CONE RECEIVABLES II LLC, a North Carolina limited
liability  company  ("CRLLC"),   CONE  MILLS   CORPORATION,   a  North  Carolina
corporation  ("Cone Mills"),  CONE FOREIGN TRADING LLC, a North Carolina limited
liability  company  ("CFT";  each of CRLLC,  Cone Mills and CFT a "Company" and,
collectively,  the "Companies"),  REDWOOD  RECEIVABLES  CORPORATION,  a Delaware
corporation  ("Redwood"),  and GENERAL ELECTRIC CAPITAL CORPORATION,  a New York
corporation  ("GECC"),  in its capacities as Operating Agent,  Collateral Agent,
Letter of Credit Provider and Letter of Credit Agent.

                                  W I T N E S E T H:

     WHEREAS, Cone Mills and CRLLC are parties to a certain Receivables Transfer
Agreement,  dated as of September  1, 1999 (as amended to the date  hereof,  the
"Transfer  Agreement";  capitalized  terms used herein and not otherwise defined
herein  shall have the  meanings  given  such  terms in Annex X to the  Transfer
Agreement as amended through this Amendment), whereby Cone Mills has agreed (and
each Subsidiary of Cone Mills which thereafter becomes an Originator will agree)
to sell,  contribute  or  otherwise  transfer to CRLLC,  and CRLLC has agreed to
purchase or otherwise acquire from such Originators, all of the right, title and
interest of such Originators in the Receivables; and

     WHEREAS, CRLLC, as Seller, Redwood, as Purchaser,  Cone Mills, as Servicer,
and GECC, as Operating Agent and as Collateral  Agent,  are parties to a certain
Receivables  Purchasing and Servicing  Agreement,  dated as of September 1, 1999
(as amended to the date hereof, the "Purchase Agreement"), whereby Purchaser has
agreed,  among  other  things,  to  purchase  from  CRLLC  from time to time the
Receivables sold or contributed to CRLLC pursuant to the Transfer Agreement; and

     WHEREAS,  Redwood  and GECC,  as  Liquidity  Agent  and the sole  Liquidity
Lender,  are  parties to that  certain  Liquidity  Loan  Agreement,  dated as of
September 1, 1999 (the "Liquidity Loan Agreement"); and

     WHEREAS,  Redwood  and GECC,  as Letter of Credit  Provider  and  Letter of
Credit Agent, are parties to that certain  Reimbursement  Agreement  Supplement,
dated as of September 1, 1999 (the "RFC  Supplement";  the Transfer  Agreements,
the  Liquidity  Loan  Agreement  and  the  RFC  Supplement,   collectively,  the
"Securitization Agreements"); and

     WHEREAS,  the Transfer  Agreement and the Purchase  Agreement  were amended
pursuant  to  that  certain  First   Amendment  and  Waiver  to   Securitization
Agreements,  dated as of  November  16,  1999,  among the parties  hereto,  that
certain Second Amendment to Securitization  Agreements,  dated as of January 28,
2000,  among  the  parties   thereto,   and  that  certain  Third  Amendment  to
Securitization  Agreements,  dated as of  March  31,  2000,  among  the  parties
thereto; and
                                      35
<PAGE>
     WHEREAS,  Cone Mills has  requested  that CFT, a Subsidiary  of Cone Mills,
become an Originator under the Transfer  Agreement,  and the parties are willing
to allow CFT to become an Originator subject to the terms and conditions of this
Amendment; and

     WHEREAS,  Cone Mills has also requested that the Securitization  Agreements
be further amended in certain  respects as set forth in this Amendment,  and the
parties hereto are willing to agree to such amendments  subject to the terms and
conditions of this Amendment.

     NOW  THEREFORE,  in  consideration  of the  premises  and mutual  covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.  Joinder of CFT as an  Additional  Originator.  Subject to the terms and
conditions of this Amendment,  including  without  limitation the fulfillment of
the  conditions  precedent  specified in Section 7 below,  CFT is hereby made an
Originator under the Transfer Agreement with the same force and effect as if CFT
were  originally  named therein as an Originator.  CRLLC and the Operating Agent
hereby waive the requirement in Section 2.03 of the Transfer Agreement that Cone
Mills give CRLLC and the Operating Agent prior written notice of the addition of
CFT as an  Originator.  Subject to the terms and  conditions  of this  Amendment
(including  without  limitation  the  fulfillment  of the  conditions  precedent
specified in Section 7 below),  CRLLC and the Operating  Agent hereby consent to
such addition. From and after the Fourth Amendment Effective Date, any reference
to an "Originator" in the Transfer Agreement or any other Related Document shall
include  CFT in  such  capacity.  CFT  hereby  agrees  to all of the  terms  and
conditions  of the Transfer  Agreement  applicable  to it as an  Originator  and
agrees  to be  bound  thereby.  CFT  hereby  represents  and  warrants  that all
representations and warranties in the Transfer Agreement  applicable to it as an
Originator are true and correct on and as of the Fourth Amendment Effective Date
and are hereby deemed made on and as of such date (except to the extent that any
such  representation or warranty  expressly  referred to a specific prior date).
Without  limiting the  generality of the  foregoing,  CFT agrees to instruct all
existing and future  Obligors on its  Transferred  Receivables  to make payments
thereof only by wire transfer  directly to one of the Lockbox Accounts or by way
of a check  mailed  to one of the  Lockboxes.  Within 60 days  after the  Fourth
Amendment  Effective  Date, CFT shall either (i) close any and all lockboxes and
lockbox  deposit  accounts  used by CFT for the  collection  of its  Receivables
(other than the  Lockboxes  and the Lockbox  Accounts) or (ii) take such actions
and execute  such  documents  as the  Operating  Agent may request to cause such
lockboxes and lockbox deposit  accounts to be transferred to CRLLC and to become
Lockboxes and Lockbox Accounts, respectively.

     2.  Amendments  of  Securitization  Agreements.  Subject  to the  terms and
conditions of this Amendment,  including  without  limitation the fulfillment of
the  conditions  precedent  specified  in  Section 7 below,  the  Securitization
Agreements shall be amended as follows:
                                      36
<PAGE>
     (A) Annex 1 to the Purchase Agreement shall be deleted in its entirety.

     (B) Annex G to the Purchase  Agreement shall be amended by deleting subpart
(iv) of part (c) thereof and by  substituting  the following new subpart (iv) in
lieu thereof:tituting the following new subpart (iv) in lieu thereof:

            (iv) Receivables Collection Turnover shall be less than 65 days; and

     (C) Annex G to the Purchase  Agreement shall be further amended by deleting
therefrom the definition of the term "Interest  Expense" and by substituting the
following new definition of such term in lieu thereof:

     "Interest  Expense"  shall mean,  with respect to any Person for any fiscal
period, interest expense (whether cash or non-cash) of such Person determined on
a consolidated  basis in accordance  with GAAP for the relevant  period ended on
such date, including (a) amortization of original issue discount on any Debt and
of all fees  payable  in  connection  with the  incurrence  of such Debt (to the
extent included in interest expense),  (b) the interest component of any Capital
Lease Obligation,  (c) with respect to Cone Mills and Seller only, Redwood Yield
and fees  (other  than  servicing  fees),  (d) with  respect to Cone Mills only,
amounts paid or payable by Cone Mills under the Morgan Swap  Agreement,  and (e)
with  respect  to Cone  Mills  only,  net cash paid with  respect  to  interest,
discount,  yield, and fees owed by Cone Mills or any of its  Subsidiaries  under
the Existing Receivables Purchase Facility.

     (D) Annex X to the Transfer  Agreement and the Purchase  Agreement shall be
amended  by  deleting  therefrom  the  definitions  of the terms  "Concentration
Discount Amount", "Defaulted Receivable" "Excluded Obligor", "Foreign Receivable
Election Date",  "Maximum Purchase Limit", and "Non-Transferred  Receivable" and
by substituting  the following new respective  definitions of such terms in lieu
thereof:

     "Concentration  Discount Amount" means, with respect to any Obligor and its
Affiliates and as of any date of determination  thereof,  the greater of (i) the
percentage  of the  aggregate  Outstanding  Balance at such time of all Eligible
Receivables  set  forth in the  table  below  based  upon the  Senior  Unsecured
Short-Term Debt Rating (or, in the absence of such rating, the equivalent Senior
Unsecured  Long-Term  Debt Rating)  assigned to such Obligor at such time by S&P
and Moody's  (and,  if such  Obligor is rated by both  agencies  and has a split
rating, the applicable rating will be the lower of the two) and (ii) the Special
Limit, if any, applicable to such Obligor:
                                        37
<PAGE>
<TABLE>
<S>                               <C>                             <C>
---------------------------------- ------------------------------- ----------------------
MINIMUM S&P RATING                 MINIMUM MOODY'S RATING          APPLICABLE  PERCENTAGE
---------------------------------- ------------------------------- ----------------------
---------------------------------- ------------------------------- ----------------------
A-1+ or AA-                        P-1 or Aa3                      15.0%
---------------------------------- ------------------------------- ----------------------
---------------------------------- ------------------------------- ----------------------
A-1 or A+                          P-1 or A1                       15.0%
---------------------------------- ------------------------------- ----------------------
---------------------------------- ------------------------------- ----------------------
A-2 or BBB+                        P-2 or Baa1                     10.0%
---------------------------------- ------------------------------- ----------------------
---------------------------------- ------------------------------- ----------------------
A-3 or BBB-                        P-3 or Baa3                     5.0%
---------------------------------- ------------------------------- ----------------------
---------------------------------- ------------------------------- ----------------------
Below A-3 or BBB- or not rated     Below P-3 or Baa3 or not        3.0%
by either S&P or Moody's           rated by either S&P or Moody's
---------------------------------- ------------------------------- ----------------------
</TABLE>
     If an Obligor has neither a Senior  Unsecured  Short-Term  Debt Rating or a
Senior  Unsecured  Long-Term  Debt  Rating by either S&P or  Moody's,  then such
Obligor's  Concentration Discount Amount will be 3% of the aggregate Outstanding
Balance at such time of all Eligible  Receivables.  The  percentages  referenced
above may be changed with respect to any or all Obligors at any time at the sole
discretion of the  Operating  Agent and, in the case of an increase  only,  upon
satisfaction of the Rating Agency Condition with respect thereto.

     "Defaulted  Receivable" shall mean any Receivable (a) with respect to which
any payment,  or part thereof,  remains unpaid for more than 90 days (or 30 days
in the case of any  Receivable  owed by Levi Strauss or any  Affiliate  thereof)
after its  Maturity  Date or 180 days (or 90 days in the case of any  Receivable
owed by Levi Strauss or any Affiliate  thereof) from its original  invoice date,
(b) with  respect  to which the  Obligor  thereunder  has taken any  action,  or
suffered  any event to  occur,  of the type  described  in  Sections 9.01(c)  or
9.01(d) of the Purchase  Agreement or (c) that  otherwise  is  determined  to be
uncollectible  and is written off in accordance  with the Credit and  Collection
Policies.

     "Excluded  Obligor"  shall mean any Obligor (a that is an  Affiliate of any
Originator or the Seller, (b) that is a Governmental Authority, (c) with respect
to which 50% (or 25% in the case of Levi  Strauss,  VF  Corporation  or  Springs
Industries)  or more of the  aggregate  Outstanding  Balance of all  Receivables
owing by such Obligor and its Affiliates are Defaulted  Receivables  (but solely
for purposes of this  definition a Receivable  owed by Springs  Industries or VF
Corporation or any Affiliate of Springs  Industries or VF  Corporation  shall be
considered a Defaulted Receivable if such Receivable or any part thereof remains
unpaid for more than (i) 60 days after its Maturity  Date in the case of Springs
Industries  or VF  Corporation  or any  Affiliate  of Springs  Industries  or VF
Corporation,  (ii) 90 days from its original invoice date in the case of Springs
Industries or any Affiliate thereof or (iii) 120 days after its original invoice
date in the case of VF Corporation or any Affiliate  thereof),  or (d) listed on
Annex 2 to the Purchase  Agreement  as revised  from time to time  pursuant to a
letter in the form of Exhibit A thereto.

     "Foreign   Receivable  Election  Date"  shall  mean  the  Fourth  Amendment
Effective Date.
                                            38
<PAGE>
     "Maximum  Purchase  Limit"  shall mean  $65,000,000,  as such amount may be
reduced in accordance with  Section 2.02(a) of the Purchase Agreement;  provided
that for purposes of the Purchase Agreement and the other Related Documents, the
Maximum Purchase Limit shall be $60,000,000  unless and until it is increased to
$65,000,000 pursuant to Section 2.02(c).

     "Non-Transferred  Receivable" shall mean either (1) any Receivable on which
the Obligor is Prentiss Manufacturing Company LLC or (2) any Receivable which is
the  liability of an Obligor (i)  organized  under the laws of any  jurisdiction
outside of the United  States of America or (ii) having its  principal  place of
business  outside of the United  States of America,  except for (x) Levi Strauss
Canada (but only if and for so long as Levi Strauss  Canada is  organized  under
the laws of a province of Canada other than Quebec and has its  principal  place
of  business  in a province of Canada  other than  Quebec) and (y) Levi  Strauss
Europe (but only if and for so long as Levi Strauss  Europe is  organized  under
the laws of Belgium and has its principal place of business in Belgium).

     (E) Annex X to the Transfer  Agreement and the Purchase  Agreement shall be
further amended by adding the following new definitions thereto:

     "Fourth Amendment Effective Date" shall mean April 24, 2000. "Levi Strauss
EBITDA" shall mean with respect to Levi Strauss and its Subsidiaries and for any
period, on a consolidated basis and in accordance with GAAP, the sum of (without
duplication)  (a) net income  plus (b) income  tax  expense or benefit  plus (c)
interest  expense plus (d) depreciation  expense plus (e)  amortization  expense
plus  (f) Levi  Strauss  Restructuring  Charges,  plus  (g) any  other  non-cash
charges.

     "Levi Strauss Fixed Charge  Coverage Ratio" shall mean with respect to Levi
Strauss and its Subsidiaries and as of any date of determination  thereof,  on a
consolidated  basis and in accordance  with GAAP,  for the most recent four full
fiscal  quarters ending prior to such date, the ratio of (a) Levi Strauss EBITDA
minus the Capital  Expenditures  (as defined in Annex G) of Levi Strauss and its
Subsidiaries  divided by (b) Levi  Strauss  Fixed  Charges;  provided  that this
definition  (and the  definitions of the defined terms used in this  definition)
may be  changed  in a manner  which  increases  the Levi  Strauss  Fixed  Charge
Coverage  Ratio from time to time by the  Operating  Agent in its  discretion by
written notice to the Seller and the Purchaser.

     "Levi Strauss Fixed Charges"  shall mean,  with respect to Levi Strauss and
its Subsidiaries and for any period,  on a consolidated  basis and in accordance
with GAAP,  the sum of (a) all  interest  expense  paid or accrued  during  such
period,  plus (b) all cash  income  taxes  paid  during  such  period,  plus (c)
scheduled  payments of  principal  with respect to Debt made during such period,
plus (d) cash  dividends  or other cash  distributions  on such  Person's  Stock
(common or preferred) made or paid during such period.

     "Levi  Strauss  Restructuring  Charges"  shall mean,  with  respect to Levi
Strauss and its Subsidiaries on a consolidated basis and for each period of four
consecutive  fiscal  quarters  shown below,  the amount set forth below for such
period:
                                        39
<PAGE>
Fourth-Quarter Period Ending:                 Levi Strauss Restructuring Charge:
March 31, 2000                                           $720,700,000
June 30, 2000                                            $720,700,000
September 30, 2000                                       $740,400,000
December 31, 2000                                        $497,700,000
March 31, 2001 or thereafter                                  -0-

     "Morgan Swap Agreement" shall mean the ISDA Master  Agreement,  dated as of
July 20, 1998, as supplemented pursuant to that certain letter agreement,  dated
as of July 20, 1998,  both between Cone Mills and Morgan  Guaranty Trust Company
of New York, as amended, modified, supplemented,  restated or replaced from time
to time.

     "Special Limit" means  collectively for Levi Strauss,  Levi Strauss Canada,
and Levi Strauss Europe  (collectively,  the "Levi Strauss  Obligors") and as of
any date of  determination  thereof,  (i) 15% if the Levi  Strauss  Fixed Charge
Coverage  Ratio at such time is  greater  than  1.75:1.00,  (ii) 10% if the Levi
Strauss Fixed Charge  Coverage  Ratio at such time is greater than 1.25:1.00 but
less than or equal to  1.75:1.00,  or (iii) 5% if the Levi Strauss  Fixed Charge
Coverage Ratio at such time is less than or equal to 1.25:1.00.  Notwithstanding
any of the  foregoing,  (i) if and for so long as  more  than  50% in  aggregate
Outstanding  Balance at any one time of the  aggregate  Receivables  owed by the
Levi Strauss  Obligors are greater than 60 days past their  respective  Maturity
Dates or 90 days past their respective original invoice dates, the Special Limit
shall not  exceed  10%,  (ii) the  maximum  Special  Limit for the Levi  Strauss
Obligors shall not exceed 10% until either (a) the Credit  Facility as in effect
on the Fourth  Amendment  Effective  Date has been  extended for a period of not
less  than  364  days or for a  shorter  period  acceptable  to  Purchaser,  the
Operating  Agent and the Collateral  Agent or refinanced on terms  acceptable to
the Purchaser,  the Operating  Agent, and the Collateral Agent or (b) Cone Mills
shall have obtained a legally binding written commitment for such refinancing or
extension on terms  acceptable to the Purchaser,  the Operating  Agent,  and the
Collateral  Agent,  and in either such case with the Credit Facility  Lenders or
with another lender or lenders acceptable to the Purchaser,  the Operating Agent
and the Collateral  Agent,  and (iii)  assuming that the condition  specified in
clause (ii) above is satisfied,  the Special Limit for the Levi Strauss Obligors
thereafter  shall not exceed 12.5% from and after the 90th day (and 10% from and
after the 60th day) prior to the expiration  date of the Credit Facility as then
in effect  unless and until (a) the Credit  Facility  as then in effect has been
extended for a period  acceptable to the Purchaser,  the Operating Agent and the
Collateral  Agent  or  refinanced  on terms  acceptable  to the  Purchaser,  the
Operating Agent and the Collateral Agent or (b) Cone Mills shall have obtained a
legally  binding written  commitment for such  refinancing or extension on terms
acceptable to the Purchaser,  the Operating Agent and the Collateral  Agent, and
in either such case with the Credit  Facility  Lenders or with another lender or
lenders  acceptable to the  Purchaser,  the Operating  Agent and the  Collateral
Agent.  The Special  Limit may be changed at any time at the sole  discretion of
the Operating Agent and, in the case of an increase only,  upon  satisfaction of
the Rating Agency Condition with respect thereto.
                                       40
<PAGE>
     (F) Annex  5.02(a) to the Purchase  Agreement  shall be amended by deleting
the  reference  to "each  fiscal  quarter"  which  appears in the second line of
paragraph (c) of such annex and by  substituting  in lieu thereof a reference to
"each of the first three (3) fiscal quarters of each fiscal year."

     (G) Annex  5.02(a) to the Purchase  Agreement  shall be further  amended by
adding thereto the following new paragraphs (k) and (l):

         (k) Annual Audited Levi Strauss Financials. As soon as available,and in
any event  within  100 days  after the end of each  fiscal  year,  a copy of the
audited consolidated financial statements for such year for Levi Strauss and its
Subsidiaries, certified in each case by nationally recognized independent public
accountants,  with such financial  statements  being prepared in accordance with
GAAP applied consistently  throughout the period involved (except as approved by
such accountants and disclosed therein).

     (l) Quarterly Unaudited Levi Strauss Financials.  As soon as available, and
in any event  within 50 days after the end of each of the first three (3) fiscal
quarters of each fiscal year, financial  information  regarding Levi Strauss and
its Subsidiaries,  consisting of consolidated (i) unaudited balance sheets as of
the close of such  fiscal  year and the  related  statements  of income and cash
flows for that  portion of the fiscal year ending as of the close of such fiscal
quarter and (ii)  unaudited  statements of income and cash flows for such fiscal
quarter,  setting forth in  comparative  form the figures for the  corresponding
period in the prior year, all prepared in accordance with GAAP.

     (H)  Schedules  4.01(b)  and  4.01(t) to the  Transfer  Agreement  shall be
deleted in their  entireties  and the  revised  Schedules  4.01(b)  and  4.01(t)
attached to this Amendment shall be substituted in lieu thereof, respectively.

     (I) The RFC Supplement shall be amended by deleting the reference to "5.0%"
which appears in part (x)(a) of Annex 1 thereto and by  substituting a reference
to "12.5%" in lieu thereof.

     (J) The RFC Supplement  shall be further amended by deleting the references
to "12.5%" which appear in part  (x)(b)(ii)  and part (y) of Annex 1 thereto and
by substituting references to "20.0%" in lieu thereof.

     (K) The Liquidity Loan  Agreement  shall be amended by adding the following
proviso  to  the  parenthetical   clause  which  follows  the  words  "Defaulted
Receivable" in clause  (b)(ii) of the  definition of the term "CRLLC  Collateral
Base" in Section 1.01 of the Liquidity Loan Agreement:

     ; provided, however,that for purposes of this definition only, a Receivable
     owed by Levi Strauss or any  Affiliate  thereof  shall not be  considered a
     Defaulted Receivable under part (a) of the definition of such term in Annex
     X to the  Purchase  Agreement  unless such  Receivable  or any part thereof
     remains  unpaid for more than 90 days after its  Maturity  Date or 180 days
     from its original invoice date

                                         41
<PAGE>
     (L) The Liquidity  Loan  Agreement  shall be further  amended by adding the
following new definition to Section 1.01 thereof:

     "Liquidity  Transfer  Date"  means the date on which any of the  events set
forth in  Section  9.01 or Section  9.02 of the  Purchase  Agreement  shall have
occurred.

     (M) The Liquidity  Loan  Agreement  shall be further  amended by adding the
following new Section 2.05 thereto:

SECTION 2.05  Liquidity Transfer.

     (a) On or after  any  Liquidity  Transfer  Date,  if the  Company  ( or the
Operating Agent on its behalf) so elects,  by notice to the Liquidity Agent, the
Collateral  Agent and each of the Liquidity  Lenders (the date of the receipt by
the Liquidity Agent of any such notice being the "Transfer Date",  provided that
if such date is not a Business Day the  Transfer  Date shall be the Business Day
immediately  following such date),  the Company does hereby transfer and assign,
effective  as of the Transfer  Date,  all of its  interests  in the  Transferred
Receivables  and the Company  Collateral at such time  (including  the Company's
interests  in  the  Purchase  Agreement  and  the  other  Related  Documents  in
accordance  with  Section  14.02 of the  Purchase  Agreement)  to the  Liquidity
Lenders;  provided however, that no such assignment shall take place pursuant to
this  Section  2.05(a) at any time when any of the events set forth in  Sections
7.01(h),  7.01(i) or 7.01(k) shall have occurred.  Each Liquidity  Lender hereby
agrees,  unconditionally  and irrevocably and under all  circumstances,  without
setoff, counterclaim or defense of any kind, to pay on such Transfer Date to the
Company in immediately  available funds to an account  designated by the Company
an amount (up to the unused amount of such Liquidity Lender's  Percentage of the
Liquidity  Commitment  on the Transfer  Date) equal to such  Liquidity  Lender's
Percentage  of an amount (such amount being such  Liquidity  Lender's  "Transfer
Price") equal to (A) on each Transfer Date on or after the Facility  Termination
Date, the positive difference (if any) of (i) the Allocated CP Face Amount as of
the Transfer  Date minus (ii) the  aggregate  amount,  if any,  applied or to be
applied  on the  Transfer  Date from  amounts  transferred  on that day from the
Collection Account to the Collateral Account, in accordance with Section 6.05 of
the Purchase  Agreement  to the  Commercial  Paper  Account in  accordance  with
Section   6.02(i)  of  the  Collateral   Agent  Agreement  minus  (iii)  without
duplication  of  amounts  specified  in  clause  (ii)  above,  CRLLC  LOC  Draws
Outstanding  plus (iv)  Outstanding  Liquidity  Loans minus (v) CRLLC  Liquidity
Deposits  plus (vi) CRLLC LOC  Deposits,  or (B) on each  Transfer Date before a
Facility Termination Date, the positive difference (if any) of (i) the Allocated
CP Face Amount as of the Transfer Date minus (ii) the aggregate  amount, if any,
applied or to be applied on the Transfer Date from amounts  transferred  on that
day from the Collection  Account in accordance with Section 6.03 of the Purchase
Agreement, to the Commercial Paper Account in accordance with Section 6.02(i) of
the  Collateral  Agent  Agreement  minus (iii)  without  duplication  of amounts
specified  in  clause  (ii)  above,   CRLLC  LOC  Draws  Outstanding  plus  (iv)
Outstanding  Liquidity Loans minus (v) CRLLC Liquidity  Deposits plus (vi) CRLLC
LOC Deposits.  Upon payment of the Transfer Price,  each Liquidity  Lender shall
acquire an interest in the Transferred  Receivables  and the Company  Collateral
(including the Company's  interests in the Purchase  Agreement and other Related
Documents  pursuant to Section  14.02 of the  Purchase  Agreement)  equal to its
Percentage  thereof.  Upon any transfer as contemplated  hereunder,  the Company
shall cease to make any additional purchases under the Purchase Agreement.
                                         42
<PAGE>
     (b) Upon  request by the  Company  (or the  Operating  Agent on its behalf)
given upon or after any transfer  described in Section  2.05(a),  the  Liquidity
Lenders  shall,  at  their  own  expense,  promptly  execute  and  deliver  such
instruments  of transfer and other  documents and take such other actions as may
be  necessary  to effect a  transfer  by the  Company  to,  and  acceptance  and
assumption  by,  the  Liquidity  Lenders,   ratably  in  accordance  with  their
respective  Percentages,  of all of the Company's rights, titles,  interests and
obligations  under the Purchase  Agreement and the other Program  Documents,  so
that the Company  shall no longer be a party to the Purchase  Agreement  and the
other  Program  Documents.  Any such transfer  shall be without  representation,
warranty or recourse to the Company, except that the Company shall represent and
warrant to the  Liquidity  Lenders that the Company has not created any Liens on
the  transferred  interests  other  than as  described  in  Section  8.03 of the
Purchase  Agreement,  which  the  Collateral  Agent  hereby  releases  upon such
transfer.  Upon the request of the Liquidity  Agent,  the Collateral Agent shall
deliver all  instruments  and  documents  and take such other  actions as may be
necessary to evidence the release of its security  interest in  accordance  with
the preceding sentence. The Liquidity Commitment shall be terminated immediately
after giving effect to the transfer pursuant to Section 2.05(a).

     (c)  Notwithstanding  any other provision herein or in any Program Document
to the  contrary,  immediately  upon given  effect to any  transfer  pursuant to
Section 2.05(a),  each Liquidity Lender and the Liquidity Agent hereby expressly
waives,  releases  and  relinquishes  (i) any and all rights and benefits it may
have  pursuant  to the  Collateral  Agent  Agreement,  whether in respect of the
Seller Collateral  provided  thereunder or otherwise and (ii) any and all rights
it may have  pursuant to the  Collateral  Agent  Agreement or any other  Program
Document  with  respect to the  proceeds of any Letter of Credit and pursuant to
the Collateral  Agent  Agreement or any other Program  Document,  such Liquidity
Lender  shall  immediately  return  such  proceeds to the  Collateral  Agent for
application to the Seller Secured Obligations.

     (N) The first sentence of each of Sections 2.02(a),  2.02(b) and 2.02(c) of
the  Liquidity  Loan  Agreement  shall be amended  to begin  with the  following
language: "So long as no notice has been given pursuant to Section 2.05,".

     (O) The following  subsection (c) shall be added at the end of Section 4.03
of the Liquidity Loan Agreement:

     (c)  Notwithstanding  the provisions of clauses (a) or (b) above and to the
extent that the Company has  available  funds,  (A) on each  Transfer Date on or
after on the  Facility  Termination  Date,  the Company  shall repay in full any
Outstanding  Liquidity  Loans and such repayment  shall be applied in accordance
with Section 6.05 of the Purchase Agreement and (B) on each Transfer Date before
a Facility  Termination  Date,  the Company shall repay in full any  Outstanding
Liquidity  Loans and such repayment  shall be applied in accordance with Section
6.02 of the Collateral Agent Agreement.

     3. No Other  Amendments.  Except for the  addition of CFT as an  Originator
pursuant to Section 1 above and the amendments of the Securitization  Agreements
expressly  set forth and  referred  to in  Section 2 above,  the  Securitization
Agreements shall remain unchanged and in full force and effect.
                                       43
<PAGE>
     4.  Representations  and  Warranties.  Each Company  hereby  represents and
warrants to Redwood,  the Operating Agent and the Collateral Agent that (i) this
Amendment has been duly authorized, executed and delivered by each Company, (ii)
after  giving  effect  to  this  Amendment,   no  Termination  Event,  Incipient
Termination  Event,   Event  of  Servicer   Termination  or  Incipient  Servicer
Termination  Event has occurred  and is  continuing  as of the Fourth  Amendment
Effective Date, and (iii) all of the representations and warranties made by each
Company in the  Securitization  Agreements  are true and correct in all material
respects on and as of the Fourth Amendment  Effective Date (except to the extent
that any such  representation or warranty expressly referred to a specific prior
date).  Any  breach  in  any  material  respect  by  any  Company  of any of its
representations and warranties contained in Section 1 above or in this Section 4
shall  be a  Termination  Event  and an Event of  Servicer  Termination  for all
purposes of the Securitization Agreements.

     5. Ratification.  Each Company hereby ratifies and reaffirms each and every
term, covenant and condition set forth in the Securitization  Agreements and all
other  documents  delivered by such Company in connection  therewith  (including
without  limitation  the other  Related  Documents  to which  each  Company is a
party), effective as of the Fourth Amendment Effective Date hereof.

     6. Waiver by the Companies.  Each of the Companies hereby waives any claim,
defense,  demand,  action or suit of any kind or nature  whatsoever  against the
Purchaser,  the Operating  Agent or the Collateral  Agent arising on or prior to
the Fourth Amendment Effective Date in connection with any of the Securitization
Agreements or the transactions contemplated thereunder.

     7.  Conditions  Precedent to  Effectiveness.  This  Amendment  shall become
effective, upon the Fourth Amendment Effective Date, subject to the satisfaction
of the following conditions on or prior to such date:

(A)  the  receipt  by the  Operating  Agent of this  Amendment,  duly  executed,
     completed and delivered by each of the Companies,  Redwood,  the Collateral
     Agent and the Operating  Agent;

(B)  the receipt by the  Operating  Agent of the other  documents,  instruments,
     agreements,  certificates,  financing statements, and legal opinions listed
     on  Annex  Y  attached  to this  Amendment,  each  in  form  and  substance
     satisfactory to the Operating Agent and Redwood; and

(C)  the  receipt by the  Operating  Agent of all fees and  expenses  payable to
     Redwood,  the Collateral  Agent or the Operating  Agent,  respectively,  in
     connection with this Amendment  including without limitation the reasonable
     legal fees and other  reasonable  out of pocket  expenses of  Redwood,  the
     Collateral  Agent or the Operating  Agent incurred in connection  with this
     Amendment.
                                         44
<PAGE>
     8.  Reimbursement  of Expenses.  Each Company  hereby  agrees that it shall
reimburse  Redwood,  the Collateral  Agent and the Operating Agent on demand for
all  reasonable  costs and expenses  (including  without  limitation  reasonable
attorney's  fees) incurred by such parties in connection  with the  negotiation,
documentation  and  consummation  of  this  Amendment  and the  other  documents
executed in connection herewith and therewith and the transactions  contemplated
hereby and thereby.

     9.  Governing  Law. THIS  AMENDMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED
ENTIRELY WITHIN SAID STATE.

     10.  Severability  of Provisions.  Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability  of such  provision  in any  other  jurisdiction.  To the  extent
permitted by  Applicable  Law,  each Company  hereby waives any provision of law
that renders any provision hereof prohibited or unenforceable in any respect.

     11.  Counterparts.  This Amendment may be executed in any number of several
counterparts,  all of which shall be deemed to  constitute  but one original and
shall be binding upon all parties, their successors and permitted assigns.

     12.  Entire  Agreement.  The  Securitization   Agreements  as  amended  and
supplemented by this Amendment embody the entire  agreement  between the parties
hereto relating to the subject matter hereof and supersede all prior agreements,
representations  and  understandings,  if any,  relating to the  subject  matter
hereof.

     13.  Cone  Mills'  and  GECC's  Capacities.  Cone  Mills is  executing  and
delivering  this  Amendment  both in its  capacity  as an  Originator  under the
Transfer  Agreement  and as the Servicer  under the Purchase  Agreement  and all
references  herein to "Cone  Mills"  shall be deemed to  include it in both such
capacities  unless  otherwise  expressly   indicated.   GECC  is  executing  and
delivering  this  Amendment  both in its  capacity  as the  Operating  Agent for
Redwood  and as the  Collateral  Agent for  Redwood  and the  Purchaser  Secured
Parties,  and all  references  herein to "GECC" shall be deemed to include it in
both such capacities unless otherwise expressly indicated.

                                       45
<PAGE>

     IN WITNESS  WHEREOF,  the parties  have caused  this  Amendment  to be duly
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                                          CONE RECEIVABLES II LLC

                                          By       /s/ Samir M. Gabriel
                                          Name:    Samir M. Gabriel
                                          Title:   President


                                          REDWOOD RECEIVABLES CORPORATION

                                          By       /s/ Joe Wiles
                                          Name:    Joe Wiles
                                          Title:   Assistant Secretary


                                          CONE MILLS CORPORATION, as an
                                             Originator and as Servicer

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


                                           CONE FOREIGN TRADING LLC

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


                                           GENERAL ELECTRIC CAPITAL CORPORATION,
                                              as Operating Agent and as
                                              Collateral Agent

                                           By:   /s/ Craig Winslow
                                           Name:   Craig Winslow
                                           Duly Authorized Signatory

                                         46
<PAGE>
                  FOURTH AMENDMENT TO SECURITIZATION AGREEMENTS AND
                       ADDITIONAL ORIGINATOR JOINDER AGREEMENT

                                    dated as of

                                   April 24, 2000

                                Schedule of Documents

     In addition  to, and not in  limitation  of, the  conditions  specified  in
Section 7 of the Amendment  described  below,  the following  documents  must be
received  by the  Operating  Agent in form  and  substance  satisfactory  to the
Purchaser and the Operating Agent on or prior to the Fourth Amendment  Effective
Date:

A.        Receivables Purchase and Transfer Documents

     1. Fourth Amendment to Securitization  Agreements and Additional Originator
Joinder  Agreement,  dated as of April 24,  2000 (the  "Amendment"),  among Cone
Mills Corporation, a North Carolina corporation ("Cone Mills"), as an originator
and  servicer  (the  "Servicer"),  Cone Foreign  Trading  LLC, a North  Carolina
limited  liability  company ("CFT"),  as additional  originator (the "Additional
Originator"),  Cone  Receivables  II LLC,  a North  Carolina  limited  liability
company ("CRLLC"),  as seller (the "Seller"),  Redwood  Receivables  Corporation
("Redwood"),  as  purchaser  (the  "Purchaser"),  and General  Electric  Capital
Corporation  ("GE Capital"),  as operating agent (the "Operating  Agent") and as
collateral agent (the "Collateral Agent").

     2.  Receivable  Assignment,  dated as of April 24,  2000  (the  "Additional
Originator Assignment"), executed by the Additional Originator.

     3. Consent to Appointment of Sub-Servicer of CFT  Receivables,  dated as of
April 24, 2000,  from the  Purchaser,  the  Operating  Agent and the  Collateral
Agent.

     4. Sub-Servicing Agreement,  dated as of April 24, 2000 (the "Sub-Servicing
Agreement"), between the Servicer and CFT as Sub-Servicer (the "Sub-Servicer").

     5. Power of Attorney executed by the Additional Originator to GE Capital in
its capacity as Collateral Agent.

     6.  Bringdown  Certificate,  dated as of April  24,  2000,  executed  by an
authorized officer of the Seller.

     7.  Bringdown  Certificate,  dated as of April  24,  2000,  executed  by an
authorized officer of the Servicer.

     8.  Bringdown  Certificate,  dated as of April  24,  2000,  executed  by an
authorized officer of the Sub-Servicer.

     9.  Officer's  Certificate  as to  Solvency,  dated as of April  24,  2000,
executed by an authorized officer of the Additional Originator.
                                       47
<PAGE>
     10. Additional Originator Acknowledgment, Consent and Agreement dated as of
April 24,  2000 (the  "Intercreditor  Agreement  Supplement"),  executed  by the
Additional Originator and consented to by Cone Mills, the Seller, the Purchaser,
the Operating Agent, the Collateral Agent and the Credit Facility Agents.

     11. Parent Agreement, dated as of April 24, 2000, executed by an authorized
officer of Cone Mills (the "Parent Agreement").

     12.  Notice of Transfer,  dated as of April 24, 2000,  from the  Additional
Originator to Levi Strauss Europe.

B.        Legal Opinions

     13. Opinion of Schell, Bray, Aycock, Abel & Livingston,  P.L.L.C.,  counsel
for  Cone  Mills,  the  Additional  Originator,  the  Servicer  and the  Seller,
regarding,  among  other  things,  enforceability  and  perfection  of  security
interests in respect of the Amendment and the transactions contemplated thereby.

     14. Opinion of Schell, Bray, Aycock, Abel & Livingston,  P.L.L.C.,  counsel
for Cone  Mills,  the  Additional  Originator,  the  Servicer,  and the  Seller,
regarding true sale.

     15. Opinion of Schell, Bray, Aycock, Abel & Livingston,  P.L.L.C.,  counsel
for  Cone  Mills,  the  Additional  Originator,  the  Servicer  and the  Seller,
regarding substantive consolidation.

     16. Opinion of Kilpatrick  Stockton,  LLP, special counsel to the Purchaser
and the Operating Agent, regarding creation of security interests.

     17. Opinion of Ashurst, Morris, Crisp, special counsel to the Purchaser and
the Operating Agent, regarding certain Belgian law matters.

C.        Corporate Documents

         Cone Mills

     18. Articles of Incorporation for Cone Mills, certified by the Secretary of
State of North Carolina.

     19. Good  standing  certificate  for Cone Mills issued by the  Secretary of
State of North Carolina.

     20. A certificate of the Secretary of Cone Mills  certifying  copies of (a)
the articles of  incorporation of Cone Mills; (b) the by-laws of Cone Mills; (c)
the resolutions of Cone Mills's Board of Directors approving the Amendment,  the
Sub-Servicing  Agreement,  the Intercreditor  Agreement  Supplement,  the Parent
Agreement,  and the other  instruments,  documents and agreements to be executed
and/or delivered by it in connection therewith and the transactions contemplated
thereby; and (d) the names and true signatures of the incumbent officers of Cone
Mills  authorized to sign such  documents;  and certifying such other matters as
may be requested by the Purchaser or the Operating Agent.
                                         48
<PAGE>
         CRLLC

     21. Articles of Organization  for CRLLC certified by the Secretary of State
of North Carolina.

     22. Good standing certificate for CRLLC issued by the Secretary of State of
North Carolina.

     23. A certificate of the Secretary of CRLLC,  certifying  copies of (a) the
articles of organization of CRLLC; (b) the operating agreement of CRLLC; (c) the
resolutions  of CRLLC's  managers  approving the  Amendment,  the  Intercreditor
Agreement  Supplement and the other instruments,  documents and agreements to be
executed  and/or  delivered by it in connection  therewith and the  transactions
contemplated  thereby;  and (d) the names and true  signatures  of the incumbent
officers of CRLLC authorized to sign the transaction  documents;  and certifying
such other matters as may be requested by the Purchaser or the Operating Agent.

         CFT

     24. Articles of Origination for CFT, certified by the Secretary of State of
North Carolina.

     25. Good standing  certificate  for CFT issued by the Secretary of State of
North Carolina.

     26. A  certificate  of the Secretary of CFT,  certifying  copies of (a) the
articles of  organization  of CFT; (b) the  operating  agreement of CFT; (c) the
resolutions  of CFT's sole member  approving the  Amendment,  the  Sub-Servicing
Agreement,  the Additional Originator  Assignment,  the Intercreditor  Agreement
Supplement  and the other  instruments,  documents and agreements to be executed
and/or delivered by it in connection therewith and the transactions contemplated
thereby;  and (d) the names and true signatures of the incumbent officers of CFT
authorized to sign such  documents;  and certifying such other matters as may be
requested by the Purchaser or the Operating Agent.

D.       Lien Searches and Filings

         Pre-Closing Searches

     27.  Pre-Closing UCC Lien Search Reports under the Additional  Originator's
corporate  and  trade  names  listed on Annex I  attached  hereto in each of the
offices of the Secretary of State of North Carolina and the Register of Deeds of
Guilford County, North Carolina.

     28.  Pre-Closing  Tax Lien,  Pending Suit and Judgment  Searches  under the
Additional  Originator's  corporate  and trade names listed on Annex II attached
hereto in each of the offices of the  Secretary  of State of North  Carolina and
the Register of Deeds of Guilford County, North Carolina.
                                      49
<PAGE>
         CFT

     29.  Copies of UCC-1  Financing  Statements  in respect of the  Transferred
Receivables   naming   CFT  as   debtor/seller   and  the   Seller  as   secured
party/purchaser and the Collateral Agent as assignee as filed with the Secretary
of State of North Carolina and the Register of Deeds of Guilford  County,  North
Carolina.

     30.  Post-Filing UCC Lien Search Reports against Cone Mills confirming that
each of the UCC-1 Financing  Statements described in the preceding item has been
filed and is of record in the jurisdiction in which it was filed.

E.       Rating Confirmation

     31.  Confirmation  that the Rating Agency Condition will be satisfied after
giving effect to the execution,  delivery and  consummation  of the Amendment by
Redwood.

F.       Other Documents

     32.  Such  other  consents,  opinions,  documents  or  instruments  as  the
Purchaser or the Operating Agent may request.
                                         50
<PAGE>