AMENDMENT NO. 2


         THIS AMENDMENT NO. 2 (this "Amendment"), dated as of March 27, 1998, is
by and among GALEY & LORD, INC., a Delaware corporation (the "Borrower"), GALEY
& LORD INDUSTRIES, INC., a Delaware corporation ("G&L Industries"), the other
Domestic Subsidiaries of the Borrower (each a "Guarantor", and together with G&L
Industries, the "Guarantors"), THE PERSON IDENTIFIED AS AN "EXISTING LENDER" ON
THE SIGNATURE PAGES HERETO (the "Existing Lender"), THE PERSONS IDENTIFIED AS
"NEW LENDERS" ON THE SIGNATURE PAGES HERETO (the "New Lenders" and, together
with the Existing Lender, the "Lenders") and FIRST UNION NATIONAL BANK, as Agent
for the Lenders (the "Agent").

                              W I T N E S S E T H:

         WHEREAS, pursuant to the Credit Agreement dated as of January 29, 1998,
as amended (the "Existing Credit Agreement") among the Borrower, the Guarantors,
the Existing Lender and the Agent, the Existing Lender has extended commitments
to make certain credit facilities available to the Borrower; and

         WHEREAS, the parties hereto have agreed to amend the Existing Credit
Agreement as set forth herein;

         NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereby agree as follows:


                                     PART I
                                   DEFINITIONS

                  SUBPART 1.1. Certain Definitions. Unless otherwise defined
         herein or the context otherwise requires, the following terms used in
         this Amendment, including its preamble and recitals, have the following
         meanings:

                           "Amended Credit Agreement" means the Existing Credit
                  Agreement as amended hereby.

                           "Amendment No. 2 Effective Date" is defined in
                  Subpart 4.1.

                  SUBPART 1.2. Other Definitions. Unless otherwise defined
         herein or the context otherwise requires, terms used in this Amendment,
         including its preamble and recitals, have the meanings provided in the
         Amended Credit Agreement.

<PAGE>


                                     PART II
                     AMENDMENTS TO EXISTING CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the Amendment No. 2
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II. Except as so amended, the Existing Credit Agreement shall
continue in full force and effect.

                  SUBPART 2.1. Amendments to Schedule 2.1(a). Schedule 2.1(a) of
         the Existing Credit Agreement is hereby deleted in its entirety and a
         new schedule in the form of Schedule 2.1(a) attached hereto is
         substituted therefor.

                  SUBPART 2.2. Amendments to Schedule 9.2. Schedule 9.2 of the
         Existing Credit Agreement is hereby deleted in its entirety and a new
         schedule in the form of Schedule 9.2 attached hereto is substituted
         therefor.


                                    PART III
                           ASSIGNMENTS AND ASSUMPTIONS

         The Existing Lender hereby sells and assigns, without recourse, to the
New Lenders, and the New Lenders hereby purchase and assume, without recourse,
from the Existing Lender, effective as of the Amendment No. 2 Effective Date,
such interests in the Existing Lender's rights and obligations under the
Existing Credit Agreement (including, without limitation, the Commitments of the
Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans
and the portions of the Term Loans owing to the Existing Lender which are
outstanding on the Amendment No. 2 Effective Date) as shall be necessary in
order to give effect to the reallocations of the Revolving Committed Amount, the
Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the
Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed
Amount and the Tranche C Term Loan Commitment Percentages effected by the
amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to
Subpart 2.1. The Existing Lender hereby represents and warrants that it is the
lawful owner of the interests being assigned hereby, free and clear of any
adverse claim. The New Lenders shall make payment in exchange for such interests
in the Existing Lender's rights and obligations under the Existing Credit
Agreement on March 27, 1998, in the amounts and in accordance with the
instructions of the Agent. Each New Lender (a) represents and warrants that it
is legally authorized to enter into this Amendment; (b) confirms that it has
received a copy of the Credit Agreement, together with copies of the financial
statements referred to in Section 3.1 thereof, the financial statements
delivered pursuant to Section 5.1 thereof, if any, and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment; (c) agrees that it will, independently
and without reliance upon the Existing Lender, the Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement, the other Credit Documents or any other instrument
or document furnished pursuant hereto or thereto; (d) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
and discretion under


                                      -2-

<PAGE>



the Credit Agreement, the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the Agent by
the terms thereof, together with such powers as are incidental thereto; and (e)
agrees that it will be bound by the provisions of the Credit Agreement and will
perform in accordance with its terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Lender including,
if it is organized under the laws of a jurisdiction outside the United States,
its obligations pursuant to subsection 2.18 of the Credit Agreement. The
Existing Lender shall, to the extent of the interests assigned hereby,
relinquish its rights and be released from its obligations under the Existing
Credit Agreement. The Agent shall maintain in its internal records and record in
the Register the information relating to the assignments and assumptions
effected pursuant to this Part III and as required by Section 9.6(d). The Agent
hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of
the Existing Credit Agreement or otherwise in connection with the assignments
effected pursuant to this Part III and (ii) to pay to each New Lender its
portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION
MEMORANDUM DATED FEBRUARY, 1998.


                                     PART IV
                           CONDITIONS TO EFFECTIVENESS

                  SUBPART 4.1. Amendment No. 2 Effective Date. This Amendment
         shall be and become effective as of the date hereof (the "Amendment No.
         2 Effective Date") when all of the conditions set forth in this Part IV
         shall have been satisfied, and thereafter this Amendment shall be
         known, and may be referred to, as "Amendment No. 2."

                  SUBPART 4.2. Execution of Counterparts of Amendment. The Agent
         shall have received counterparts (or other evidence of execution,
         including telephonic message, satisfactory to the Agent) of this
         Amendment, which collectively shall have been duly executed on behalf
         of each of the Borrower, the Guarantors, the Agent and the Lenders.

                  SUBPART 4.3. Execution and Delivery of New Notes. Each Lender
         shall have received a new Note or Notes, as the case may be, each in
         the principal amount of its respective Commitments and duly executed on
         behalf of the Borrower.


                                     PART V
                                  MISCELLANEOUS

                  SUBPART 5.1. Cross-References. References in this Amendment to
         any Part or Subpart are, unless otherwise specified, to such Part or
         Subpart of this Amendment.



                                      -3-

<PAGE>


                  SUBPART 5.2. Instrument Pursuant to Existing Credit Agreement.
         This Amendment is a Credit Document executed pursuant to the Existing
         Credit Agreement and shall (unless otherwise expressly indicated
         therein) be construed, administered and applied in accordance with the
         terms and provisions of the Existing Credit Agreement.

                  SUBPART 5.3. References in Other Credit Documents. At such
         time as this Amendment No. 2 shall become effective pursuant to the
         terms of Subpart 4.1, all references in the Existing Credit Agreement
         to the "Agreement" and all references in the other Credit Documents to
         the "Credit Agreement" shall be deemed to refer to the Existing Credit
         Agreement as amended by this Amendment.

                  SUBPART 5.4. Representations and Warranties of the Borrower.
         The Borrower hereby represents and warrants that (a) the conditions
         precedent to the initial Loans were satisfied as of the Closing Date
         (assuming satisfaction or waiver, if applicable, of all requirements in
         such conditions that an item be in form and/or substance reasonably
         satisfactory to the Agent or any Lenders or that any event or action
         have been completed or performed to the reasonable satisfaction of the
         Agent or any Lenders), (b) the representations and warranties contained
         in Article III of the Existing Credit Agreement (as amended by this
         Amendment) are correct in all material respects on and as of the date
         hereof as though made on and as of such date and after giving effect to
         the amendments contained herein and (c) no Default or Event of Default
         exists under the Existing Credit Agreement on and as of the date hereof
         and after giving effect to the amendments contained herein.

                  SUBPART 5.5. Representations and Warranties of the New
         Lenders. Each of the New Lenders hereby represents and warrants to the
         Borrower that at least one of the following statements is an accurate
         representation as to the source of funds to be used by such New Lender
         in connection with the financing under the Credit Agreement:

                  (a) no part of such funds constitutes assets allocated to any
         separate account maintained by such Lender in which any employee
         benefit plan (or its related trust) has any interest;

                  (b) to the extent that any part of such funds constitutes
         assets allocated to any separate account maintained by such Lender,
         such Lender has disclosed to the Borrower the name of each employee
         benefit plan whose assets in such account exceed 10% of the total
         assets of such account as of the date of such purchase (and, for
         purposes of this subsection (b), all employee benefit plans maintained
         by the same employer or employee organization are deemed to be a single
         plan);



                                      -4-

<PAGE>


                  (c) to the extent that any part of such funds constitutes
         assets of an insurance company's general account, there is no employee
         benefit plan or group of plans maintained by the same employee
         organization with respect to which the amount of such insurance
         company's general account reserves (as determined under Code Section
         807(d)) for all contracts held by or on behalf of such plan or plans
         exceeds 10% of the total liabilities of such insurance company's
         general account, and such insurance company is relying on Prohibited
         Transaction Class Exemption 95-60 (issued July 12, 1995);

                  (d) to the extent that any part of such funds constitutes
         assets of an insurance company's general account, such insurance
         company has complied with all of the requirements of the regulations
         issued under Section 401(c)(1)(A) of ERISA; or

                  (e) such funds constitute assets of one or more specific
         benefit plans which such Lender has identified in writing to the
         Borrower.

         As used in this Subpart 5.5, the terms "employee benefit plan" and
         "separate account" shall have the respective meanings assigned to such
         terms in Section 3 of ERISA.

                  SUBPART 5.6. Counterparts. This Amendment may be executed by
         the parties hereto in several counterparts, each of which shall be
         deemed to be an original and all of which shall constitute together but
         one and the same agreement.

                  SUBPART 5.7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO
         BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE
         OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
         PRINCIPLES THEREOF.

                  SUBPART 5.8. Successors and Assigns. This Amendment shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and assigns.




         [The remainder of this page has been left blank intentionally]


                                      -5-


<PAGE>


Each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.


BORROWER:                           GALEY & LORD, INC.


                                    By: /s/ Michael R. Harmon
                                       --------------------------------
                                        Title: Executive Vice President

GUARANTORS:                         GALEY & LORD INDUSTRIES, INC.,


                                    By: /s/ Michael R. Harmon
                                       -------------------------------
                                    Title: Executive Vice President


                                    G&L SERVICE COMPANY, NORTH
                                    AMERICA, INC., a Delaware corporation


                                    By: /s/ Michael R. Harmon
                                       ------------------------
                                    Title: Vice President


                                    SWIFT TEXTILES INC.,
                                    a Delaware corporation


                                    By: /s/ Michael R. Harmon
                                       ---------------------------
                                    Title: Executive Vice President


                                    SWIFT DENIM SERVICES INC.,
                                    a Delaware corporation


                                    By: /s/ Michael R. Harmon
                                       --------------------------------
                                    Title: Executive Vice President

                                    [SIGNATURES CONTINUED]

<PAGE>





EXISTING LENDER:                    FIRST UNION NATIONAL BANK
                                    individually in its capacity as an
                                    Existing Lender, a Lender and in its
                                    capacity as Agent


                                    By:   /s/ Jorge Gonzalez
                                       -------------------------
                                    Name: Jorge Gonzalez
                                         -----------------------
                                    Title:   Senior Vice President
                                          ------------------------






                                   [SIGNATURES CONTINUED]



<PAGE>





NEW LENDERS:                        THE CIT GROUP / COMMERCIAL SERVICES, INC.


                                    By:  /s/ Peter B. Cooney
                                         --------------------
                                         Peter B. Cooney
                                         Vice President





                             [SIGNATURES CONTINUED]



<PAGE>





                                      THE FIRST NATIONAL BANK
                                      OF CHICAGO


                                      By: /s/ Judith Cornwell
                                         ---------------------
                                      Title: Authorized Agent






                                     [SIGNATURES CONTINUED]
  


<PAGE>




 
                                     FLEET BANK, N.A.


                                     By: /s/ Steven R. Navarro
                                        -----------------------
                                         Steven R. Navarro
                                         Vice President






                                    [SIGNATURES CONTINUED]


<PAGE>





                                   NATIONSBANK, N.A.


                                   By: /s/ E. Phifer Helms
                                      ------------------------
                                   Title: Senior Vice President






                                  [SIGNATURES CONTINUED]


<PAGE>





                                  SUNTRUST BANK, ATLANTA


                                  By: /s/ Jeffrey D. Drucker
                                     -------------------------
                                      Jeffrey D. Drucker
                                      Title: Banking Officer


                                  By: signature on original is illegible
                                  Title:





                                    [SIGNATURES CONTINUED]
          

<PAGE>





                                 WACHOVIA BANK, N.A.


                                 By: /s/ Gary C. Gaskill
                                    ----------------------
                                     Gary C. Gaskill
                                 Title: Vice President






                                 [SIGNATURES CONTINUED]


<PAGE>





                                  BANKBOSTON, N.A.


                                  By: /s/ John C. Todd
                                     --------------------
                                      John C. Todd
                                      Title: Director







                                 [SIGNATURES CONTINUED]


<PAGE>




                                 CIBC INC.


                                 By: /s/Roger Colden
                                    --------------------------------
                                 Title:  Executive Director, CIBC
                                         Oppenheimer Corp. As Agent





                                 [SIGNATURES CONTINUED]


<PAGE>





                                NATIONAL BANK OF CANADA


                                By: /s/ C Collie
                                   -------------------------------
                                Title: Vice-President & Manager


                                By: /s/ Alex M. Council III
                                   ------------------------------
                                Title: Vice President





                                [SIGNATURES CONTINUED]


<PAGE>





                                BANK OF SCOTLAND


                                By: /s/ Annie Chin Tat
                                   --------------------
                                Title: Vice President






                                [SIGNATURES CONTINUED]
   

<PAGE>





                                 THE BANK OF TOKYO-MITSUBISHI, LTD.


                                  By: signature on original is illegible
                                     ------------------------------------
                                  Title:






                                  [SIGNATURES CONTINUED]
 

<PAGE>





                                  CREDIT LYONNAIS NEW YORK BRANCH


                                  By: /s/ Michael Henderlong
                                     ---------------------------
                                  Title: Vice President





                             [SIGNATURES CONTINUED]


<PAGE>





                               NATIONAL CITY BANK


                                By: signature on original is illegible
                                   -------------------------------------
                                Title:




                               [SIGNATURES CONTINUED]
 

<PAGE>





                                PNC BANK, NATIONAL ASSOCIATION


                                By: Rose M. Crump
                                   -----------------
                                Title: Vice President
                                       Rose M. Crump





                             [SIGNATURES CONTINUED]


<PAGE>





                              COOPERATIEVE CENTRALE
                              RAIFFEISEN-BOERENLEENBANK B.A.,
                              "RABOBANK NEDERLAND", NEW YORK BRANCH


                                By: /s/ Ian Reece
                                   ------------------------
                                Title: Senior Credit Officer


                                By: /s/ Hans F. Breukhoven
                                   ------------------------
                                Title: Vice President



                               [SIGNATURES CONTINUED]



<PAGE>





                              SENIOR DEBT PORTFOLIO

                              By:      Boston Management and Research,
                                       as Investment Advisor


                              By: /s/ Scott H. Page
                                 -------------------
                              Title: Vice President






                             [SIGNATURES CONTINUED]



<PAGE>





                                  ALLIANCE CAPITAL MANAGEMENT
                                  L.P., as Manager on behalf
                                  of ALLIANCE CAPITAL
                                  FUNDING, L.L.C.

                                  By:      ALLIANCE CAPITAL MANAGEMENT
                                           CORPORATION, General Partner of
                                           Alliance Capital Management, L.P.


                                  By: /s/ L.I. Savitri Alex
                                     ---------------------------
                                           Title: Vice President






                             [SIGNATURES CONTINUED]


<PAGE>





                              MERRILL LYNCH, PIERCE, FENNER
                              & SMITH INCORPORATED


                              By: /s/ Neil Brisson
                                 -------------------
                              Title: Director





                             [SIGNATURES CONTINUED]


<PAGE>





                              GENERAL ELECTRIC CAPITAL
                              CORPORATION


                              By: /s/ Roger M. Burns
                                 ---------------------------------
                                      Roger M. Burns
                                      Title: Duly Authorized Signatory






                              [SIGNATURES CONTINUED]


<PAGE>





                              PUTNAM PREMIER INCOME TRUST


                              By: /s/ Joshua Viraui
                                 ---------------------
                              Title:  Vice-President



                             [SIGNATURES CONTINUED]


<PAGE>





                             PUTNAM DIVERSIFIED INCOME TRUST


                              By: /s/ Joshua Viraui
                                 -------------------
                              Title:  Vice-President






                             [SIGNATURES CONTINUED]


<PAGE>





                              PUTNAM HIGH YIELD TRUST


                              By: /s/ Joshua Viraui
                                 -------------------
                              Title:  Vice-President






                            [SIGNATURES CONTINUED]

<PAGE>





                             MELLONBANK, N.A., SOLELY IN ITS CAPACITY AS TRUSTEE
                             FOR THE GENERAL MOTORS CASH MANAGEMENT MASTER
                             TRUST, INC. (AS DIRECTED BY SHENKMAN CAPITAL
                             MANAGEMENT, INC.) AND NOT IN ITS INDIVIDUAL
                             CAPACITY, AS ASSIGNEE


                             By: /s/ Bernadette Rist
                                --------------------------
                             Title: Authorized Signatory





                             [SIGNATURES CONTINUED]



<PAGE>




                            TORONTO DOMINION (TEXAS), INC.


                            By: /s/ David G. Parker
                               ---------------------
                            Title: Vice President






                             [SIGNATURES CONTINUED]


<PAGE>








                            MASSACHUSETTS MUTUAL LIFE
                            INSURANCE COMPANY


                            By: /s/ Mary Ann McCarthy
                               -----------------------
                            Title: Managing Director






                             [SIGNATURES CONTINUED]


<PAGE>





                            ML CLO XII PILGRIM AMERICA (CAYMAN) LTD
                            BY:      PILGRIM AMERICA INVESTMENTS, INC.,
                                     ITS INVESTMENT MANAGER


                            By: /s/ Jeffrey A. Bakalar
                                --------------------------
                                     Title: Vice President






                             [SIGNATURES CONTINUED]


<PAGE>





                            ALLSTATE INSURANCE COMPANY


                            By: signatures on original are illegible
                               -------------------------------------
                                   Title:





                             [SIGNATURES CONTINUED]


<PAGE>





                            ARES LEVERAGED INVESTMENT
                            FUND, L.P.


                            By: ARES Management, L.P.


                            By: ARES Operating Member, LLC
                            Its: General Partner


                            By: /s/ David A. Sachs
                               --------------------
                            Title: Vice President






                             [SIGNATURES CONTINUED]


<PAGE>





                            CYPRESS TREE BOSTON PARTNERS


                            By: signature on original is illegible
                               -------------------------------------
                                        Title:






                             [SIGNATURES CONTINUED]


<PAGE>


                                                          Galey & Lord      
                                                          Signature Pages to
                                                          Amendment No. 2   
                                                          







                            TORONTO DOMINION (TEXAS), INC.


                            By: /s/ David G. Parker
                               ---------------------
                            Title: Vice President





                             [SIGNATURES CONTINUED]



<PAGE>

                                                         Galey & Lord      
                                                         Signature Pages to
                                                         Amendment No. 2   
                                                         



                            KZH HOLDING CORPORATION III


                            By: /s/ Virginia Conway
                               -------------------------
                            Title: Authorized Agent






                             [SIGNATURES CONTINUED]


<PAGE>

                                                         Galey & Lord      
                                                         Signature Pages to
                                                         Amendment No. 2   
                                                         
                            DELANO COMPANY

                            By:      Pacific Investment Management Company
                                     as its Investment Advisor

                            By: /s/ Raymond Kennedy
                               ---------------------
                            Title: Vice President






                             [SIGNATURES CONTINUED]


<PAGE>



                                                           Galey & Lord       
                                                           Signature Pages to
                                                           Amendment No. 2   
                                                           


                            THE TRAVELERS INSURANCE COMPANY


                            By: /s/ Teresa M. Torrey
                               ----------------------------
                            Title: Second Vice President






                             [SIGNATURES CONTINUED]

<PAGE>


                                                          Galey & Lord      
                                                          Signature Pages to
                                                          Amendment No. 2   


                            THE TRAVELERS LIFE AND ANNUITY COMPANY


                            By: /s/ Teresa M. Torrey
                               ---------------------------
                            Title: Second Vice President






                             [SIGNATURES CONTINUED]


<PAGE>

                                                         Galey & Lord      
                                                         Signature Pages to
                                                         Amendment No. 2   


                            OSPREY INVESTMENTS PORTFOLIO

                            By:      Citibank, N.A., as Manager

                            By: /s/ Hans L. Christensen
                               -------------------------
                            Title: Vice President






                             [SIGNATURES CONTINUED]


<PAGE>


                                                          Galey & Lord      
                                                          Signature Pages to
                                                          Amendment No. 2   
                                                          






                            ARCHIMEDES FUNDING, L.L.C.

                            By:      ING Capital Advisors, Inc.,
                                     as Collateral Manager

                            By: /s/ Helen Y. Rhee
                               ---------------------------
                            Title: AVP & Portfolio Manager






                             [SIGNATURES CONTINUED]


<PAGE>

                                                          Galey & Lord      
                                                          Signature Pages to
                                                          Amendment No. 2   
                                                          






                            KZH-CRESCENT-2 CORPORATION


                            By: /s/ Virginia Conway
                               ---------------------
                            Title: Authorized Agent





                             [SIGNATURES CONTINUED]



<PAGE>

                                                       Galey & Lord      
                                                       Signature Pages to
                                                       Amendment No. 2   
                                                       



                            VAN KAMPEN CLO I, LIMITED

                            By:      Van Kampen American Capital
                                     Management, Inc.,
                                     as Collateral Manager


                            By: /s/ Jeffrey W. Maillet
                                ------------------------------------
                                    Jeffrey W. Maillet
                                    Title:   Senior Vice President
                                             and Director







                             [SIGNATURES CONTINUED]



<PAGE>
  
                                                        Galey & Lord      
                                                        Signature Pages to
                                                        Amendment No. 2   
                                                        







                            BANKERS LIFE & CASUALTY
                            INSURANCE COMPANY


                            By: signature on original is illegible
                               ------------------------------------
                            Title:






                             [SIGNATURES CONTINUED]


<PAGE>
                                                       Galey & Lord      
                                                       Signature Pages to
                                                       Amendment No. 2   
                                                       



                            PRESIDENT & FELLOWS OF
                            HARVARD COLLEGE


                            By: /s/ Timothy S. Peterson
                                --------------------------
                            Title:  Authorized Signatory

                            By: signature on original is illegible
                               -------------------------------------
                                     Title:




                             [SIGNATURES CONTINUED]


<PAGE>


                                                        Galey & Lord
                                                        Signature Pages to
                                                        Amendment No. 2





                            OAK HILL SECURITIES FUND, L.P.

                            By:      Oak Hill Securities GenPar. L.P.,
                                     its General Partner

                            By:      Oak Hill Securities MGP, Inc.,
                                     its General Partner

                            By: /s/ Scott Krase
                               --------------------
                                    Scott Krase
                                    Vice President






                             [SIGNATURES CONTINUED]


<PAGE>

                                                          Galey & Lord
                                                          Signature Pages to
                                                          Amendment No. 2






                            KZH-SOLEIL-2 CORPORATION


                            By: /s/ Virginia Conway
                               ------------------------------
                                    Title: Authorized Agent





                             [SIGNATURES CONTINUED]


<PAGE>


                                                          Galey & Lord
                                                          Signature Pages to
                                                          Amendment No. 2







                            DEEPROCK & COMPANY

                            By:      Eaton Vance Management
                                     as Investment Advisor


                            By: /s/ Scott H. Page
                               -------------------
                                    Scott H. Page
                                    Vice President