<PAGE>   1

                                                                     EXHIBIT 4.7


                                                                [EXECUTION COPY]



                     AMENDMENT NO. 1 AND CONSENT AND WAIVER
                        DATED AS OF FEBRUARY 28, 1997 TO
                           LOAN AND SECURITY AGREEMENT
                           DATED AS OF MARCH 19, 1996

                  CMI INDUSTRIES, INC., a Delaware corporation (the "Borrower"),
the financial institutions set forth on the signature pages hereof (the
"Lenders") and THE FIRST NATIONAL BANK OF BOSTON, a national banking
association, as Agent for the Lenders (the "Agent"), agree as follows:

                              PRELIMINARY STATEMENT

         The Borrower, the Lenders and the Agent are parties to the Loan
Agreement (as hereinafter defined). The Borrower wishes to reorganize its
business by creating three new wholly-owned Subsidiaries, Chatham Fabrics, LLC,
Elastic Fabrics of America, LLC and Chatham Consumer Products, LLC, each a
Delaware limited liability company, (individually a "New Subsidiary" and
collectively the "New Subsidiaries") and transferring on a tax-free basis
certain assets of the Borrower's (i) Chatham Manufacturing division, including
the operations located in Boonville and Elkin, North Carolina (excluding the
Consumer Products group and Automotive group assets) to Chatham Fabrics LLC,
(ii) Elastic Fabrics of America division, including the operations based in
Greensboro, North Carolina and Stuart, Virginia, to Elastic Fabrics of America,
LLC and (iii) Consumer Products group of the Chatham Manufacturing division,
including the "Fiberwoven" plant located in Elkin, North Carolina, to Chatham
Consumer Products, LLC, such transferred assets to exclude Receivables (the
"Reorganization"). Such transactions require the consent of the Lenders under
the Loan Agreement. The Lenders are willing to consent to the Reorganization and
the parties desire to amend the Loan Agreement to permit the Reorganization and
otherwise reflect the restructuring of the Borrower's business resulting
therefrom.

                             STATEMENT OF AGREEMENT

         NOW, THEREFORE, for and in consideration of the preliminary statement
and the mutual agreements hereinafter set forth, the parties hereto hereby agree
as follows:

         SECTION 1. Cross-References and Definitions.

         (a) Reference is made to the Loan and Security Agreement, dated as of
March 19, 1996, among the Borrower, the Lenders and the Agent (the "Loan
Agreement"). Upon and after the Amendment Effective Date (as hereinafter
defined) all references to the Loan Agreement in that document, or in any other
Loan Document or related document, shall mean the Loan Agreement as amended
by this Amendment. Except as expressly provided in this Amendment, the
execution and delivery of this Amendment does not and will not amend, modify or
supplement


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any provision of, or constitute a consent to or a waiver of any  noncompliance  
with the provisions of, the Loan Agreement or any other Loan Document, and,
except as specifically provided in this Amendment, the Loan Agreement and all
other Loan Documents shall remain in full force and effect.

         (b) Unless otherwise defined herein, terms used in this Amendment which
are defined in the Loan Agreement shall have the same meaning herein as therein.

         SECTION 2. Amendments. Effective on the Amendment Effective Date,

         (a) Article I, Appendix I Amendment. Appendix I referred to in Section
1.1 of the Loan Agreement is hereby amended as follows:

             (i) By substituting in their entirety the following definitions
for the corresponding existing definitions therein:

                           "Applicable Margin" means, for any Loans bearing
                  interest at the Base Rate, zero percent (0%), and for any
                  Loans bearing interest at the Eurodollar Rate, one and
                  one-half percent (1.5%)

                           "EBIT" for any period means the consolidated net
                  income of the Borrower and its consolidated Subsidiaries for
                  such period (without deduction of income and franchise taxes)
                  plus interest expense paid or accrued during such period.

                           "Fiscal Quarter" means each accounting period of the
                  Borrower consisting of approximately three months constituting
                  a fiscal quarter.

                           "Interest" means, with respect to any period,
                  interest expense of the Borrower and its consolidated
                  Subsidiaries (other than interest due but not payable on the
                  Senior Subordinated Notes under the terms of the Indenture)
                  during such period, minus any amortization of debt issuance
                  costs during such period and minus any amounts received or
                  accrued during such period by Borrower or a Subsidiary
                  pursuant to any interest cap, swap or collar agreement to
                  which Borrower or a Subsidiary is a party on the Agreement
                  Date or thereafter.

                           "Revolving Facility Amount" means $65,000,000, less
                  the sum of (a) Stated Amount of any outstanding Letter of
                  Credit from time to time and (b) the Interest Rate Exposure,
                  as reduced pursuant to the provisions of Section 2.6.


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                           "Revolving Facility Percentage Amount" means: as to
                  The First National Bank of Boston, $28,260,700; as to
                  NationsBank, N.A., $21,195,850; and as to Wachovia Bank of
                  South Carolina, N.A., $15,543,450 or such other amount as may
                  from time to time be reflected on the records of the Agent as
                  a result of an assignment by a Lender pursuant to Section 14.9
                  hereof.

                           "Termination Date" means January 15, 2000 or such
                  earlier date as all Secured Obligations shall have been
                  irrevocably paid in full and the Revolving Credit Facility
                  terminated or such later date to which the same may be
                  extended by agreement of the Borrower and all of the Lenders.

                           "Total Facility" means $65,000,000, as reduced
                  pursuant to the provisions of Section 2.6.

                  (ii)     By adding the following definitions in the 
appropriate alphabetical order:

                           "Fixed Charge Coverage Ratio" means, as of the last
                  day of any Fiscal Quarter of the Borrower, the result obtained
                  by dividing (i) the sum of EBITDA minus cash outlays for
                  income taxes and Capital Expenditures of the Borrower and its
                  consolidated Subsidiaries for the specified measurement period
                  by (ii) the sum of Interest plus scheduled principal payments
                  on long term Indebtedness (including scheduled payments of
                  capitalized lease obligations) of the Borrower and its
                  consolidated Subsidiaries during such measurement period.

                           "New Subsidiary" means one of Chatham Fabrics, LLC,
                  Elastic Fabrics of America, LLC or Chatham Consumer Products,
                  LLC, each a Delaware limited liability company and each a
                  Restricted Subsidiary wholly-owned, directly or indirectly, by
                  the Borrower.

                           "New Subsidiary Factoring Agreement" means each
                  nonrecourse accounts receivable purchase agreement between the
                  Borrower and a New Subsidiary providing for the purchase by
                  the Borrower of Receivables of such New Subsidiary from time
                  to time free of all Liens.

                           "Purchased Receivables" means Receivables purchased
                  by the Borrower from the New Subsidiaries from time to time
                  pursuant to the New Subsidiary Factoring Agreement at a
                  purchase price not greater than the face amount thereof.

                           "Reorganization" means the transfer by the Borrower
                  pursuant to the Reorganization Documents, on a tax-free basis,
                  of the assets of the Borrower's (i) Chatham Manufacturing
                  Division, including the operations 


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<PAGE>   4


                  located in Boonville and Elkin, North Carolina (excluding
                  the Consumer Products group and Automotive group assets)
                  to Chatham Fabrics LLC, (ii) Elastic Fabrics of America
                  division, including the operations based in Greensboro,
                  North Carolina and Stuart, Virginia, to Elastic Fabrics
                  of America, LLC, and (iii) Consumer Products group of
                  the Chatham Manufacturing division, including the
                  "Fiberwoven" plant located in Elkin, North Carolina, to
                  Chatham Consumer Products, LLC, excluding, however, assets
                  consisting of Receivables.

                           "Reorganization Documents" means the agreements and
                  documents listed on Appendix II hereto.

                  (iii) By amending the definition of "Eligible Receivable" by
inserting in clause (j) thereof the phrase "or a New Subsidiary's" immediately
after the word "Borrower's" appearing therein and by inserting in clause (k)
thereof immediately before the semicolon at the end thereof the phrase "other
than as a result of a purchase thereof by the Borrower pursuant to the New
Subsidiary Factoring Agreement."

                  (iv) By amending the definition of "Permitted Investments" by
deleting the "and" at the end of clause (a)(vi), substituting "; and" for the
period at the end of clause (a)(vii), and adding a new clause (a)(viii) to the
end thereof as follows:

                           "(viii) Investments contemplated by the
                  Reorganization."

                  (v) By amending the definition of "Permitted Liens" by
substituting ", and" for the period at the end of clause (h) and adding a new
clause (i) to the end thereof as follows:

                           "(i) Financing Statements filed by the Borrower, as
                  purchaser, against the New Subsidiaries, as sellers, in
                  connection with the acquisition by the Borrower of the
                  Purchased Receivables."

         (b)      Section 1.2 Amendment. Section 1.2 is hereby amended by 
adding to the end thereof the following:

                  "Wherever in this Agreement there shall be a reference to
                  articles of incorporation or bylaws or shareholder agreements
                  with respect to a Subsidiary which is a limited liability
                  company, the reference shall be deemed to include articles of
                  organization, operating agreements and any other agreement
                  among members and managers, as such."


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<PAGE>   5

         (c) II Amendment. Article II is hereby amended by adding to the end
thereof a new Section 2.6 as follows:

                           "Section 2.6 Reduction of Revolving Credit Facility.
                  The Borrower shall have the right, at any time and from time
                  to time, upon at least three Business Days' prior irrevocable,
                  written notice to the Agent, to reduce permanently all or a
                  portion of the Revolving Facility Amount; provided, however,
                  that any such reduction shall be made in an amount not less
                  than $2,000,000 or increments of $1,000,000 in excess thereof
                  and shall not reduce the Revolving Credit Facility below the
                  sum of the amount of the aggregate Stated Amount of all
                  Letters of Credit outstanding at such time. As of the date of
                  reduction set forth in such notice, the Revolving Facility
                  Amount and the Total Facility shall be permanently reduced to
                  the amount stated in the Borrower's notice for all purposes
                  herein, and the Borrower shall pay the amount necessary to
                  reduce the amount of the Revolving Credit Loans outstanding
                  under the Revolving Credit Facility to the Revolving Facility
                  Amount as so reduced, together with accrued interest on the
                  amounts so prepaid. In the event of such reduction, each
                  Lender's Revolving Facility Percentage Amount shall be reduced
                  in an amount equal to such Lender's Revolving Facility
                  Percentage of the amount of such reduction."

         (d) 9.9 Amendment. Section 9.9 is hereby amended by inserting
immediately before the period at the end of clause (a)(ii) the phrase "and the
purchase of Purchased Receivables."

         (e) 10.1 Amendment. Section 10.1 is hereby amended to read in
its entirety as follows:

                           "Section 10.1  Financial Statements.

                                    (a) Audited Year-End Statements. As soon as
                           available, but in any event within one hundred twenty
                           (120) days after the end of each Fiscal Year of the
                           Borrower, copies of the consolidating and
                           consolidated balance sheets of the Borrower and its
                           consolidated Subsidiaries as at the end of such
                           Fiscal Year and the related consolidating and
                           consolidated statements of earnings, shareholders'
                           equity and cash flows for such Fiscal Year, in each
                           case, if applicable, setting forth in comparative
                           form the consolidating and consolidated figures for
                           the previous year of the Borrower and its
                           consolidated Subsidiaries, reported on, as to the
                           consolidated statements only, without qualification
                           as to the scope of the audit, by independent
                           certified public accountants of nationally recognized
                           standing; and


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                                    (b) Monthly Financial Statements. As soon as
                           available after the end of each fiscal month
                           (commencing with the fiscal month ending February 29,
                           1996) but in any event within 30 days after the end
                           of each fiscal month, copies of (i) the unaudited
                           consolidating and consolidated balance sheets of the
                           Borrower and its consolidated Subsidiaries as at the
                           end of such month and the related unaudited
                           consolidating and consolidated statement of earnings
                           for the Borrower and its consolidated Subsidiaries
                           for such month, and for the portion of the Fiscal
                           Year of the Borrower through such month, certified by
                           a Financial Officer of the Borrower as presenting
                           fairly, in all material respects, the consolidating
                           and consolidated financial condition and results of
                           operations of the Borrower and its consolidated
                           Subsidiaries (subject to normal year-end audit
                           adjustments and the omission of footnotes), (ii) if
                           such month is the last month of a Fiscal Year, a
                           forecast of consolidating and consolidated cash flow
                           from operations for the ensuing twelve months, and
                           (iii) if such month is the last month of a Fiscal
                           Year, a forecast of consolidating and consolidated
                           sales and operating earnings for the next succeeding
                           Fiscal Year; and, upon the request of the Agent, if
                           such month is the last month of a Fiscal Quarter, a
                           forecast of consolidating and consolidated sales and
                           operating earnings for the next succeeding Fiscal
                           Quarter;

                  all such financial statements (other than forecasts) to
                  present fairly, in all material respects, the financial
                  condition of the Borrower and its consolidated Subsidiaries
                  and be prepared in accordance with GAAP (except, with respect
                  to interim financial statements, for the omission of footnotes
                  and for the effect of normal year-end audit adjustments)
                  applied consistently throughout the periods reflected therein,
                  and the financial statements and forecasts described in
                  subsection (b) of this Section 10.1 to be prepared in good
                  faith and in such form and substance as has been approved by
                  the Agent on behalf of the Lenders prior to the Effective
                  Date, or as may be requested by the Agent and agreed to by the
                  Borrower."

         (f) Section 11.1 Amendment. Section 11.1 is hereby amended as follows:

                  (i) by deleting Section 11.1(b) in its entirety and
substituting the following therefor:

                           "(b) Net Worth. The consolidated Net Worth of the
                  Borrower and its consolidated Subsidiaries at any time

                                    (i)  during the period from February 28, 
                  1997 through the 1997 Fiscal Year to be less than $30,000,000;
                  and


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<PAGE>   7

                                    (ii) during each Fiscal Year commencing
                  after the 1997 Fiscal Year, to be less than the minimum
                  consolidated Net Worth required under this Section 11.1(b) for
                  the immediately preceding Fiscal Year plus (if a positive
                  number) 50% of the consolidated net income of the Borrower and
                  its Restricted Subsidiaries for such immediately preceding
                  Fiscal Year."

                  (ii)  by adding a new subsection (c) thereto as follows:

                           "(c) Fixed Charge Coverage Ratio The Fixed Charge
                  Coverage Ratio to be less than 1.0 to 1.0 for the nine-month
                  period ended September 30, 1997 or for any twelve-month period
                  ending at the end of any Fiscal Quarter ending thereafter."

         (g) Section 11.2 Amendment. Section 11.2 in hereby amended by deleting
the "and" at the end of clause (d), substituting "; and" for the period at the
end of clause (e) and adding a new clause (f) as follows:

                           "(f) Indebtedness of the Borrower to a New Subsidiary
                  and Indebtedness of a New Subsidiary to the Borrower."

         (h) Section 11.4 Amendment. Section 11.4 is hereby amended by inserting
immediately before the period at the end thereof the following phrase, "and
(iii) Investments of the Borrower or any Subsidiary in a New Subsidiary and
Investments of a Subsidiary in the Borrower."

         (i) Section 11.5 Amendment. Section 11.5 is hereby amended by adding
the following phrase immediately before the period at the end thereof,

                  "except that this Section 11.5 shall not restrict loans by the
                  Borrower to a New Subsidiary or loans or distributions by a
                  New Subsidiary to the Borrower or the repayment of any such
                  loans from time to time on such terms as the parties shall
                  agree."

         (j) Section 11.5 Amendment. Section 11.5 is hereby amended by adding
immediately before the period at the end thereof the following:

                  "provided, however, that the Borrower may, during any Fiscal
                  Year, make Restricted Dividend Payments and Restricted
                  Purchases aggregating up to $3,000,000."

         SECTION 3. Consent and Waiver of Default; Collateral Release. Effective
on the Amendment Effective Date (as hereinafter defined) the Lenders hereby
consent to the Reorganization and waive any Default that may occur by reason of
the Reorganization and the 


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<PAGE>   8

Lenders authorize the Agent on their behalf to release the Security Interest in
the Inventory and certain trademarks transferred to the New Subsidiaries in the
Reorganization.

         SECTION 4. Conditions to Effectiveness. This amendment shall be
effective as of the date hereof (the "Amendment Effective Date") upon receipt by
the Agent of the following, each in form and substance satisfactory to the
Agent, at which time the Agent shall issue a written notice to the Borrower and
each Lender that the Amendment Effective Date has occurred:

         (a) counterparts of this Amendment, duly executed and delivered by the
Borrower and each Lender;

         (b) copies of the Reorganization Documents to be executed prior to the
Amendment Effective Date;

         (c) certified copies of all corporate action taken by the Borrower and
each New Subsidiary to authorize the execution, delivery and performance of this
Amendment, the Reorganization Documents and each other certificate, agreement or
other document to be executed by the Borrower and each New Subsidiary in
connection with this Amendment and the Reorganization;

         (d) a certificate of the President of the Borrower stating that, to the
best of his knowledge and based on an examination sufficient to enable him to
make an informed statement,

                  (i) after giving effect to the waiver and consent set forth in
                  Section 3 of this Amendment and the transactions contemplated
                  by the Reorganization Documents, all of the representations
                  and warranties made or deemed to be made under the Loan
                  Agreement are true and correct as of the date hereof, and

                  (ii) after giving effect to the waiver and consent set forth
                  in Section 3 of this Amendment and the transactions
                  contemplated by the Reorganization Documents, no Default or
                  Event of Default exists, and the Agent shall be satisfied as
                  to the truth and accuracy thereof;

         (e) a legal opinion from Sutherland, Asbill & Brennan, counsel to the
Borrower, in form and substance satisfactory to the Agent and its counsel; and

         (f) such other documents and instruments as the Agent or any Lender may
reasonably request.

         SECTION 5. Representations and Warranties. The Borrower hereby makes
the following representations and warranties to the Agent and the Lenders, which
representations and warranties shall survive the delivery of this Amendment and
the making of additional Loans under the Loan Agreement as amended hereby:

         (a) Organization; Power; Qualification. The Borrower and each New
Subsidiary is a corporation or limited liability company, as the case may be,
duly organized, validly existing and in good standing under the laws of its
jurisdiction of its organization, having the power and 


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<PAGE>   9

authority to own its properties and to carry on its business as now being and
hereafter proposed to be conducted and each is duly qualified and authorized to
do business in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization and the
failure to so qualify would have a Materially Adverse Effect.

         (b) Authorization of Agreements. The Borrower has the right and power,
and has taken all necessary action to authorize it, to execute, deliver and
perform this Amendment and each other agreement contemplated hereby to which it
is a party in accordance with their respective terms. This Amendment and each
other agreement contemplated hereby to which it is a party have been duly
executed and delivered by the duly authorized officers of the Borrower and each
is, or each when executed and delivered in accordance with this Amendment will
be, a legal, valid and binding obligation of the Borrower, enforceable in
accordance with its terms.

         (c) Compliance of Agreements with Laws. The execution, delivery and
performance of this Amendment and each other agreement contemplated hereby,
including, without limitation the Reorganization Documents, to which the
Borrower or any New Subsidiary is a party in accordance with their respective
terms do not and will not, by the passage of time, the giving of notice or
otherwise,

                  (i) require any Governmental Approvals or violate any
                  Applicable Law relating to the Borrower or any New Subsidiary

                  (ii) conflict with, result in a breach of or constitute a
                  default under the articles or certificate of incorporation,
                  operating agreement, by-laws, or any agreement among the
                  members or shareholders of the Borrower or any New Subsidiary,
                  any material provisions of any indenture, agreement or other
                  instrument to which the Borrower or any New Subsidiary is a
                  party or by which any of them or any of their property may be
                  bound or any Governmental Approvals relating to the Borrower
                  or any New Subsidiary which conflict, breach or default could
                  have a Materially Adverse Effect, or

                  (iii) result in or require the creation or imposition of any
                  Lien upon or with respect to any property now owned or
                  hereafter acquired by the Borrower or any New Subsidiary other
                  than the Security Interest.

         SECTION 6. Expenses. The Borrower agrees to pay or reimburse on demand
all costs and expenses, including, without limitation, reasonable fees and
disbursements of counsel, incurred by the Agent in connection with the
negotiation, preparation, execution and delivery of the Amendment.

         SECTION 7. Governing Law. This Amendment shall be construed in
accordance with, and governed by the laws of, the State of Georgia.

         SECTION 8. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and shall be binding
upon all parties and their 


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<PAGE>   10

respective successors and assigns and all of which taken together shall
constitute one and the same agreement.

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

AGENT:                                  BORROWER:

THE FIRST NATIONAL                      CMI INDUSTRIES, INC.
  BANK OF BOSTON, As Agent


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


LENDER:

THE FIRST NATIONAL BANK OF BOSTON


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



                    [SIGNATURES CONTINUED ON FOLLOWING PAGES]


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<PAGE>   11




LENDER:

NATIONSBANK, N.A.


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



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<PAGE>   12



LENDER:

WACHOVIA BANK OF SOUTH CAROLINA, N.A.



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



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<PAGE>   13



                                   APPENDIX II



1.    Operating agreement

2.    Bill of sale and assignment

3.    Deed--Elkin plant (excluding Fiberwoven plant)

4.    Deed--Boonville plan

5.    Intellectual property license agreement

6.    Nonrecourse accounts receivable purchase agreements

7.    Management services agreement

8.    Automotive division services agreement

9.    Blanket division services agreement

10.   Other documents in form and substance reasonably satisfactory to the 
      Agent and its counsel.


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