**EXHIBIT 10.64**
**First Union National Bank**SC8467Post Office Box 1329Greenville, South Carolina 29602
[FIRST UNION LOGO]
**On April 1, 2002 First Union National Bankchanged its name to Wachovia Bank, National Association.**
December 31, 2002
Mr. Charles R. TutterowExecutive Vice PresidentJPS Industries, Inc.555 North Pleasantburg DriveSuite 202Greenville, SC 29607
Re:     Obligor #4794862899, Obligation # 1331016
Dear Chuck:
     Reference is made to that certain RevolvingCredit and Security Agreement dated as of May 9, 2001,between JPS Industries, Inc. (the “Borrower”) andWachovia Bank, National Association (the “Bank”). TheRevolving Credit and Security Agreement and all other documentsexecuted and delivered in connection therewith are collectivelyreferred to herein as the “Loan Documents”. Allcapitalized terms used but not defined herein shall have themeanings assigned in the Loan Documents.
     The document provides:Tangible NetWorth.     Borrowershall at all times, maintain, on a consolidated basis, aTangible Net Worth of at least $48,000,000. “TotalLiabilities” shall mean all liabilities of Borrower,including capitalized leases and all reserves for deferred taxesand other deferred sums appearing on the liabilities side of abalance sheet of Borrower in accordance with GAAP applied on aconsistent basis. “Tangible Net Worth” shall mean thetotal assets (including goodwill) minus Total Liabilities. Forpurposes of this computation, the aggregate amount flowing fromany officers, stockholders or other Affiliates of Borrower shallbe subtracted from total assets, and Total Liabilities shallinclude debt fully subordinated to Bank on terms and conditionsacceptable to Bank.
     The Bank has determined that the Borrower hasviolated the above-referenced provision due to the following:
 Per the quarterly compliance report dated    11/02/2002, Tangible Net Worth is $14,031,960.00    
     The Borrower has requested the Bank’swaiver, and the Bank does hereby waive the Borrower’sdefault under this provision through 11/02/2003, subject toBorrower’s execution of and return of this letter. Thiswaiver is limited to the default recited above and shall not beconstrued to be a waiver of any subsequent default under thereferenced provision, or of any existing or future defaultsunder any other provision of any Loan Document.
544377

 

Bank and Borrower agree to reduce the principalamount of the Line of Credit to $25,000,000.00, which will beevidenced by a separate modification agreement.
     The Borrower, by signature below, represents andwarrants that there exist no defaults or event of default underthe Loan Documents other than those specifically waived herein,that the Loan Documents are in full force and effect, and thatBorrower does not have any defenses to its obligations under theLoan Documents nor any claims against Bank.
     Please evidence your acceptance of the terms ofthis waiver by signing and returning to the Bank a copy of thisletter bearing original authorized signature of each of theparties indicated.
 Very Truly Yours,      WACHOVIA BANK, NATIONAL ASSOCIATION    
 By: /s/ CLAIRE M. RIPLEY      Claire M. Ripley     Vice President     Risk Management    
ACCEPTED AND AGREED TO:
JPS Industries, Inc.   By:   /s/ Charles R. Tutterow By:              Name:  Charles R. Tutterow                 Name:                Title: Executive VP & CFO                 Title:     Date:  12/31/02 Date: