<PAGE>

                                 FIRST AMENDMENT
                             TO REVOLVING CREDIT AND
                               GUARANTY AGREEMENT

         FIRST AMENDMENT, dated as of March 13, 2002 (the "Amendment"), to the
                                                           ---------
REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of February 20, 2002, among
GALEY & LORD, INC., a Delaware corporation (the "Borrower"), a debtor and
                                                 --------
debtor-in-possession under Chapter 11 of the Bankruptcy Code, the Guarantors
named therein (the "Guarantors"), FIRST UNION NATIONAL BANK, a national banking
                    ----------
corporation ("FUNB"), each of the other financial institutions from time to time
              ----
party thereto (together with FUNB, the "Banks") and FIRST UNION NATIONAL BANK,
                                        -----
as Agent for the Banks (in such capacity, the "Agent"):
                                               -----

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Guarantors, the Banks and the Agent are
parties to that certain Revolving Credit and Guaranty Agreement, dated as of
February 20, 2002 (as the same may be amended, modified or supplemented from
time to time, the "Credit Agreement"); and
                   ----------------

         WHEREAS, the Borrower and the Guarantors have requested that from and
after the Effective Date (as hereinafter defined) of this Amendment, the Credit
Agreement be amended subject to and upon the terms and conditions set forth
herein;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1.       As used herein, all terms that are defined in the Credit
Agreement shall have the same meanings herein.

         2.       Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new definitions in appropriate alphabetical order:

                           "Account" shall mean any right to
                            -------
                  payment for goods sold or leased or for
                  services rendered, whether or not earned by
                  performance.

                           "Account Debtor" shall mean, with
                            --------------
                  respect to any Account, the obligor with
                  respect to such Account.

                           "Adjusted Eligible Finished Goods"
                            --------------------------------
                  shall mean, on any date, Eligible Finished
                  Goods minus Inventory Reserves.
                        -----

                           "Adjusted Eligible Raw Materials"
                            -------------------------------
                  shall mean, on any date, Eligible Raw Materials
                  minus Inventory Reserves.
                  -----

<PAGE>


                           "Adjusted Eligible Stock-in-Process"
                            ----------------------------------
                  shall mean, on any date, Eligible
                  Stock-in-Process minus Inventory Reserves.

                           "Adjusted Eligible Weaving-in-Process"
                            ------------------------------------
                  shall mean, on any date, Eligible
                  Weaving-in-Process minus Inventory Reserves.
                                     -----

                           "Dilution Percentage" shall mean, on
                            -------------------
                  any date, expressed as a percentage, the total
                  of all non-cash credits or reductions of the
                  Borrower's accounts receivable for the last
                  twelve months (calculated on a rolling basis
                  monthly) divided by gross sales for the same
                  period.

                           "Dilution Reserve" shall mean, on any
                            ----------------
                  date, (a) the Dilution Percentage minus 5%
                  multiplied by (b) gross sales for any period of
                  measurement (to the extent non-negative).

                           "Eligible Accounts Receivable" shall
                            ----------------------------
                  mean, at the time of any determination, the
                  gross outstanding balance at such time,
                  determined in accordance with GAAP and stated
                  on a basis consistent with the historical
                  practices of the Borrower or the Guarantors (as
                  applicable) as of the date hereof, of Accounts
                  of the Borrower or the Guarantors (as the case
                  may be) less, as applicable and without
                  duplication, the aggregate amount of (i) all
                  accrued rebates, (ii) all trade discounts,
                  (iii) all finance charges, late fees and other
                  fees that are unearned, (iv) all reserves for
                  service fees and such other fees or commissions
                  or similar amounts that the Borrower or the
                  Guarantors (as applicable) have agreed to pay,
                  (v) all cash received in respect of Accounts
                  but not yet applied by the Borrower or the
                  Guarantors (as applicable) to reduce the amount
                  of the Accounts, and (vi) any Account deemed
                  ineligible for inclusion in the calculation of
                  the Borrowing Base pursuant to any of clauses
                  (a) through (r) below or otherwise deemed by
                  the Agent in its reasonable discretion to be
                  ineligible for inclusion in the calculation of
                  the Borrowing Base as described below. Without
                  limiting the foregoing, to qualify as an
                  Eligible Account Receivable, an Account shall
                  indicate as sole payee and as sole remittance
                  party the Borrower or the Guarantors (as the
                  case may be). Standards of eligibility may be
                  fixed from time to time solely by the Agent in
                  the exercise of its reasonable discretion, with
                  any changes in such standards to be effective
                  five (5) days after delivery of notice thereof
                  to the Borrower or the Guarantors (as
                  applicable). Unless

                                        2

<PAGE>

                  otherwise approved from time to time in writing
                  by the Agent, no Account shall be an Eligible
                  Account Receivable if, without duplication:

                           (a) the Borrower or the Guarantors (as
                  applicable) do not have sole lawful and
                  absolute title to such Account; or

                           (b) it arises out of a sale made by
                  the Borrower or the Guarantors (as applicable)
                  to an employee, officer, agent, director,
                  stockholder, or Affiliate of the Borrower or
                  the Guarantors (as applicable); or

                           (c) the Account Debtor (i) is a
                  creditor of the Borrower or the Guarantors (as
                  applicable), (ii) has or has asserted a right
                  of set-off against the Borrower or the
                  Guarantors (as applicable) (unless such Account
                  Debtor has entered into a written agreement
                  reasonably acceptable to the Agent to waive
                  such set-off rights) or (iii) has disputed its
                  liability (whether by chargeback or otherwise)
                  or made any asserted or unasserted claim with
                  respect to the Account or any other Account of
                  the Borrower or the Guarantors (as applicable)
                  which has not been resolved, in each case,
                  without duplication, to the extent of the
                  amount owed by such Borrower or Guarantors (as
                  applicable) to the Account Debtor, the amount
                  of such actual or asserted right of set-off, or
                  the amount of such dispute or claim, as the
                  case may be (without duplication for non-cash
                  credits taken into consideration in calculating
                  Dilution Percentage); or

                           (d) the Account Debtor is insolvent or
                  the subject of any bankruptcy case or
                  insolvency proceeding of any kind (other than
                  postpetition accounts payable of an Account
                  Debtor that is a debtor-in-possession under the
                  Bankruptcy Code and acceptable to the Agent);
                  or

                           (e) the Account is not payable in
                  Dollars or the Account Debtor is either not
                  incorporated under the laws of the United
                  States of America, any state thereof or the
                  District of Columbia or is located outside or
                  has its principal place of business or
                  substantially all of its assets outside the
                  United States (except to the extent such
                  Account is supported by an irrevocable letter
                  of credit or credit insurance issued by an
                  institution acceptable to the Agent in its
                  reasonable discretion); or

                                        3

<PAGE>

                           (f) the sale to the Account Debtor is
                  on a delayed shipment (or bill and hold) basis
                  (provided that following shipment the related
                   --------
                  Account shall not be excluded from Eligible
                  Accounts Receivable solely as a result of this
                  clause), or is deemed ineligible at the
                  reasonable discretion of the Agent, guaranteed
                  sale, sale-and-return, ship-and-return, sale on
                  approval, extended terms or consignment or
                  other similar basis or made pursuant to any
                  other agreement providing for repurchase or
                  return of any merchandise which has been
                  claimed to be defective or otherwise
                  unsatisfactory; or

                           (g) the goods giving rise to such
                  Account have not been shipped and title has not
                  been transferred to the Account Debtor, or the
                  Account represents a progress-billing or
                  otherwise does not represent a completed sale;
                  for purposes hereof, "progress-billing" means
                  any invoice for goods sold or leased or
                  services rendered under a contract or agreement
                  pursuant to which the Account Debtor's
                  obligation to pay such invoice is conditioned
                  upon the Borrower or the Guarantors' (as
                  applicable) completion of any further
                  performance under the contract or agreement; or

                           (h) the Account does not comply in all
                  material respects with the requirements of all
                  applicable laws and regulations, whether
                  Federal, state or local, including without
                  limitation the Federal Consumer Credit
                  Protection Act, the Federal Truth in Lending
                  Act and Regulation Z of the Board; or

                           (i) the Account is subject to any
                  adverse security deposit, retainage or other
                  similar advance made by or for the benefit of
                  the Account Debtor, in each case to the extent
                  thereof; or

                           (j) the Account is unpaid more than 60
                  days from the original due date; or

                           (k) such Account was not paid in full,
                  and the Borrower or Guarantors (as applicable)
                  created a new receivable for the unpaid portion
                  of the Account, without the agreement of the
                  customer, including without limitation
                  chargebacks, debit memos and other adjustments
                  for unauthorized deductions; or

                                       4

<PAGE>

                           (l) more than 50% of all Accounts of
                  the particular Account Debtor are over 60 days
                  from the original due date, in which case no
                  Accounts of the particular Account Debtor shall
                  be Eligible Accounts Receivable; or

                           (m) such Account has a payment term
                  that is greater than 90 days; or

                           (n) (i) it is not subject to a valid
                  and perfected first priority Lien in favor of
                  the Agent for the benefit of the Banks, subject
                  to no other Liens other than the Liens (if any)
                  permitted by the Loan Documents or (ii) it does
                  not otherwise conform in all material respects
                  to the representations and warranties contained
                  in the Loan Documents relating to Accounts; or

                           (o) as to all or any part of such
                  Account, a check, promissory note, draft, trade
                  acceptance or other Instrument for the payment
                  of money has been received, presented for
                  payment and returned uncollected for any
                  reason; or

                           (p) it has been written off the books
                  of the Borrower or the Guarantors (as
                  applicable) or has been otherwise designated as
                  uncollectible; or

                           (q) the inclusion of such Account as
                  an Eligible Account Receivable would cause the
                  aggregate amount of the Eligible Accounts
                  Receivable of a particular Account Debtor to
                  exceed 15% of the total Eligible Accounts
                  Receivable, provided that with respect to
                              --------
                  Account Debtors, Levi Strauss & Co. and VF
                  Corporation, the amount of the Eligible
                  Accounts Receivables of each such Account
                  Debtor shall not exceed 25% of the total
                  Eligible Accounts Receivable; or

                           (r) the Account is a non-trade
                  Account, or relates to payments for interest.

                           "Eligible Finished Goods" shall mean,
                            -----------------------
                  on any date, Eligible Inventory defined as
                  Finished Goods by the Borrower or the
                  Guarantors (as applicable) on such date as
                  shown on the Borrower or the Guarantors' (as
                  applicable) perpetual inventory records in
                  accordance with its current and historical
                  accounting practices.

                           "Eligible Inventory" shall mean, at
                            ------------------
                  the time of any determination thereof, without
                  duplication, the Inventory Value of the
                  Borrower or the Guarantors (as applicable) at

                                       5

<PAGE>

                  the time of such determination that is not
                  ineligible for inclusion in the calculation of
                  the Borrowing Base pursuant to any of clauses
                  (a) through (k) below, minus any Inventory
                  otherwise deemed by the Agent in its reasonable
                  discretion to be ineligible for inclusion in
                  the calculation of the Borrowing Base. Without
                  limiting the foregoing, to qualify as "Eligible
                  Inventory" no person other than the Borrower or
                  the Guarantors (as applicable) shall have any
                  direct or indirect ownership, interest or title
                  to such Inventory and no person other than the
                  Borrower or the Guarantors (as applicable)
                  shall be indicated on any purchase order or
                  invoice with respect to such Inventory as
                  having or purporting to have an interest
                  therein. Standards of eligibility may be
                  altered from time to time solely by the Agent
                  in the exercise of its reasonable judgment,
                  with any changes in such standards to be
                  effective 5 days after delivery of notice
                  thereof to the Borrower or the Guarantors (as
                  applicable). Unless otherwise from time to time
                  approved in writing by the Agent, no Inventory
                  shall be deemed Eligible Inventory if, without
                  duplication:

                           (a)  the Borrower or the Guarantors (as
                  applicable) do not have sole and good, valid
                  and unencumbered title thereto (except for
                  Permitted Liens); or

                           (b)  it is not located in the United
                  States; or

                           (c)  from and after the date that is
                  thirty (30) days after the effective date of
                  the Borrowing Base Amendment, it is not located
                  on property owned or leased by the Borrower or
                  the Guarantors (as applicable) or is located in
                  a third party warehouse in which a valid
                  landlord waiver satisfactory in form and
                  substance to the Agent is not in full force or
                  effect; or

                           (d)  it is supplies, packing or
                  shipping materials, cartons, repair parts,
                  labels or miscellaneous spare parts, dyes or
                  chemicals; or

                           (e)  it is not subject to a valid and
                  perfected first priority Lien in favor of the
                  Agent for the benefit of the Banks (except for
                  Permitted Liens); or

                           (f)  it is Inventory that is deemed to
                  be greater than one year old; or

                                       6

<PAGE>

                           (g)  it is consigned or at a customer
                  location but still accounted for in the
                  Borrower or the Guarantors' (as applicable)
                  perpetual inventory balance; or

                           (h)  from and after the date that is
                  thirty (30) days after the effective date of
                  the Borrowing Base Amendment, it is Inventory
                  which is being processed offsite at a third
                  party location or an outside processor in which
                  a valid waiver with each processor satisfactory
                  in form and substance to the Agent is not in
                  full force or effect, or is in transit to or
                  from the said third party location or outside
                  processor; or

                           (i)  it is identified as overstock by
                  the Borrower or the Guarantors (as applicable);
                  or

                           (j)  it is in-transit to or from a
                  foreign location, or is part of a bill and hold
                  arrangement from a vendor, which has not yet
                  been received into a facility owned or operated
                  by the Borrower or the Guarantors (as
                  applicable); or

                           (k)  it is Inventory used as a sample
                  or prototype, if it is not first quality; or

                           (l)  it is Inventory which is
                  recognized as damaged, off quality, or not to
                  customer specifications by the Borrower or the
                  Guarantors (as applicable) or in any way not
                  first-quality inventory.

                           "Eligible Raw Materials" shall mean,
                            ----------------------
                  on any date, Eligible Inventory defined as Raw
                  Materials by the Borrower or the Guarantors (as
                  applicable) on such date as shown on the
                  Borrower or the Guarantors' (as applicable)
                  perpetual inventory records in accordance with
                  its current and historical accounting
                  practices.

                           "Eligible Stock-in-Process" shall
                            -------------------------
                  mean, on any date, Eligible Inventory defined
                  as Stock-in-Process by the Borrower or the
                  Guarantors (as applicable) on such date as
                  shown on the Borrower or the Guarantors' (as
                  applicable) perpetual inventory records in
                  accordance with its current and historical
                  accounting practices except that purchased
                  yarn, which has been inspected by the Borrower
                  or the Guarantors (as applicable) and
                  determined to be first quality, and in all
                  regards acceptable for use, and which has

                                       7

<PAGE>

                  yet to be involved in the manufacturing process
                  in any way, shall be considered Raw Materials.

                           "Eligible Weaving-in-Process" shall
                            ---------------------------
                  mean, on any date, Eligible Inventory defined
                  as Weaving-in-Process by the Borrower or the
                  Guarantors (as applicable) on such date as
                  shown on the Borrower or the Guarantors' (as
                  applicable) perpetual inventory records in
                  accordance with its current and historical
                  accounting practices.

                           "Finished Goods" shall mean completed
                            --------------
                  goods which require no additional processing,
                  to be sold in the ordinary course of business.

                           "Galey & Lord Industries" shall mean
                            -----------------------
                  Galey & Lord Industries, Inc., a subsidiary of
                  the Borrower.

                           "Inventory" shall mean all Raw
                            ---------
                  Materials, Stock-in-Process, Weaving-in-Process
                  and Finished Goods held by the Borrower or the
                  Guarantors, as the case may be, in the normal
                  course of business.

                           "Inventory Reserves" shall mean, as to
                            ------------------
                  Inventory defined as Raw Materials,
                  Stock-in-Process, Weaving-in-Process or
                  Finished Goods by the Borrower or the
                  Guarantors (as applicable), the sum of the
                  following (as to such applicable category of
                  Inventory):

                           (a) a reserve for shrink, or
                  discrepancies that arise pertaining to
                  inventory quantities on hand between the
                  Borrower or the Guarantors' (as applicable)
                  perpetual accounting system and physical counts
                  of the inventory, which will be equal to the
                  greater of 1% or the results of the last
                  physical count with the variance expressed as a
                  percentage, for Raw Materials,
                  Stock-in-Process, Weaving-in-Process and
                  Finished Goods, respectively; and

                           (b) a reserve for Inventory that is
                  discontinued; and

                           (c) any other reserve as deemed
                  appropriate by the Agent in their sole
                  discretion exercised reasonably, from time to
                  time.

                           "Inventory Value" of any Inventory
                            ---------------
                  shall mean at the time of any determination
                  thereof the standard cost carried on the
                  perpetual records of the Borrower or the
                  Guarantors (as applicable) in accordance with
                  their current and historical accounting
                  practices, in Dollars, determined

                                       8

<PAGE>

                  in accordance with the standard cost method of
                  accounting less (i) any markup on Inventory
                  from an Affiliate and (ii) in the event
                  variances under the standard cost method (a)
                  are capitalized, favorable variances shall be
                  deducted from Eligible Inventory, and
                  unfavorable variances shall not be added to
                  Eligible Inventory, and (b) are expensed, a
                  reserve shall be determined as appropriate in
                  order to adjust the standard cost of Eligible
                  Inventory to approximate actual cost.

                           "Lower of Cost or Market Reserve"
                            -------------------------------
                  shall mean a reserve for differences between
                  the Borrower or the Guarantors' (as applicable)
                  actual cost to produce versus their selling
                  price to third parties, determined on a product
                  line basis.

                           "Qualified Bill and Hold Sales" shall
                            -----------------------------
                  mean, on any date, transactions involving the
                  sale of Inventory to third parties, which
                  Inventory has not been shipped by the Borrower
                  or the Guarantors (as applicable) to the third
                  party Account Debtor and which transactions
                  have the characteristics set forth in the
                  following sentence (it being understood that
                  following shipment such transactions shall no
                  longer be treated as a Qualified Bill and Hold
                  Sale). Such transactions are transactions in
                  which (i) the Inventory is segregated and
                  uniquely identified as being Account Debtor
                  owned in the systems and official records of
                  the Borrower or the Guarantors (as applicable);
                  (ii) the Inventory is not included in the
                  Borrower or the Guarantors' (as applicable)
                  Inventory; (iii) title and risk of loss have
                  passed to the Account Debtor; (iv) sales are
                  non-cancelable and payable sale transactions
                  under normal payment terms from the date of the
                  invoice; (v) the applicable terms qualify as a
                  sale and account receivable according to all
                  applicable regulatory accounting guidelines;
                  (vi) the parties' obligations are evidenced by
                  an executed bilateral letter agreement or such
                  other documentation entered into by the
                  Borrower or the Guarantors (as applicable) with
                  the Account Debtor in accordance with past
                  practices acceptable to its third party
                  financial auditors; and (vii) the Accounts are
                  owed and due from Account Debtors that are
                  based in the United States (amounts being in
                  U.S. Dollars) and that are current and in
                  compliance (in all respects) on all Accounts,
                  and otherwise meet the criteria set forth in
                  items (c), (d), (h), (i), (j), (k) through (q)
                  in the definitions of Eligible Accounts
                  Receivable.

                                       9

<PAGE>

                           "Raw Materials" shall mean materials
                            -------------
                  used or consumed in the manufacturing of goods
                  to be sold by the Borrower or the Guarantors
                  (as applicable) in the ordinary course of
                  business, such as bales of cotton, bales of
                  greasy wool and purchased yarn.

                           "Run-Out Expenses" shall mean all
                            ----------------
                  costs and expenses whenever incurred and
                  arising from the closing of production
                  facilities of the Borrower which occurred prior
                  to the date hereof, including, without
                  limitation, costs associated with (i) the
                  carrying costs of buildings to be sold, (ii)
                  the preparation of equipment to be sold, (iii)
                  costs related to employees who have been
                  terminated at such facilities, (iv) the storage
                  of Finished Goods and (v) workers compensation
                  claims of employees from such facilities, as
                  set forth in the business plan delivered to
                  Agent, pursuant to Section 4.01(i).

                           "Stock-in-Process" shall mean product
                            ----------------
                  that has been removed from Raw Materials
                  inventory and as to which the spinning and/or
                  production process has begun and which has not
                  been completed, tested and prepared for use as
                  Raw Materials.

                           "Swift Textiles" shall mean Swift
                            --------------
                  Textiles, Inc., a subsidiary of the Borrower.

                           "Total Commitment Usage" shall mean,
                            ----------------------
                  at any time, the sum of (i) the aggregate
                  outstanding principal amount of all Loans, and
                  (ii) the aggregate Letter of Credit
                  Outstandings.

                           "Weaving-in-Process" shall mean yarn
                            ------------------
                  that has been removed from standard packaging
                  and as to which the warping and/or the
                  production process has begun and which has not
                  been completed, tested and prepared for
                  shipment as Finished Goods.

         3.       The definitions of the terms "Borrowing Base" and "Borrowing
Base Certificate" set forth in Section 1.01 of the Credit Agreement are hereby
amended in their entirety to read as follows:

                           "Borrowing Base" shall mean, on any
                            --------------
                  date, the amount (calculated based on the most
                  recent Borrowing Base Certificate delivered
                  pursuant to this Agreement) that is equal to
                  (a) 85% of Eligible Accounts Receivable, net of
                  Dilution Reserve plus (b) 40% of Adjusted
                                   ----
                  Eligible Raw

                                       10

<PAGE>

                  Materials for Galey & Lord Industries and Swift
                  Textiles plus (c) 20% of Adjusted Eligible
                           ----
                  Stock-in-Process for Galey & Lord Industries
                  and 15% of Adjusted Eligible Stock-in-Process
                  for Swift Textiles, plus (d) 35% of Adjusted
                                      ----
                  Eligible Weaving-in-Process for Galey & Lord
                  Industries and 15% of Adjusted Eligible
                  Weaving-in-Process for Swift Textiles plus (e)
                                                        ----
                  45% of Adjusted Eligible Finished Goods for
                  Galey & Lord Industries and 50% of Adjusted
                  Eligible Finished Goods for Swift Textiles plus
                                                             ----
                  (f) 50% of Qualified Bill and Hold Sales minus
                                                           -----
                  (g) the Carve-Out. Borrowing Base eligibility
                  standards may be fixed and revised from time to
                  time by the Agent in its sole discretion,
                  exercised reasonably. The Borrowing Base shall
                  be subject to reserves from time to time
                  established by the Agent with any changes in
                  such standards and reserves to be effective
                  five (5) days after delivery of notice thereof
                  to the Borrower.

                           "Borrowing Base Certificate" shall
                            --------------------------
                  mean a certificate substantially in the form of
                  Exhibit E hereto (with such changes therein as
                  may be required by the Agent to reflect the
                  components of and reserves against the
                  Borrowing Base as provided for hereunder from
                  time to time), executed and certified by a
                  Financial Officer of the Borrower, which shall
                  include appropriate exhibits and schedules as
                  referred to therein and as provided for in
                  Section 5.08.

         4.       The definition of the term "EBITDA" set forth in Section 1.01
of the Credit Agreement is hereby amended by (A) deleting the word "and"
appearing at the end of clause (viii) thereof and inserting in lieu thereof a
"," and (B) inserting the following new clause at the end of clause (ix) thereof
immediately preceding the word "less":
                                ----

                  "and (x) the Run-Out Expenses (but only to the
                  extent that such Run-Out Expenses do not exceed
                  the amounts thereof permitted by Section
                  6.13)".

         5.       Section 2.20 of the Credit Agreement is hereby amended in its
entirety by inserting the following:

                  SECTION 2.20. Commitment Fee. The Borrower
                                --------------
                  shall pay to the Banks a commitment fee (the
                  "Commitment Fee") for the period commencing on
                   --------------
                  the Closing Date to the Termination Date or the
                  earlier date of termination of the Commitment,
                  computed (on the basis of actual number of days
                  elapsed during the period over a year of 360
                  days) as follows: (A) at such time as First
                  Union is no longer the sole Bank, at the rate
                  of (i) three-quarters of one percent

                                       11

<PAGE>

                  (3/4 of 1%) per annum on the average daily
                  Unused Total Commitment during the period for
                  which the Commitment Fee is calculated at all
                  times during which the average Total Commitment
                  Usage is less than 25% of the Total Commitment
                  or (ii) one-half of one percent (1/2 of 1%) per
                  annum on the average daily Unused Total
                  Commitment during the period for which the
                  Commitment Fee is calculated at all times
                  during which the average Total Commitment Usage
                  is more than or equal to 25% of the Total
                  Commitment; or (B) at all times that First
                  Union is the sole Bank, at a rate of one-half
                  of one percent (1/2 of 1%) per annum on the
                  average daily Unused Total Commitment during
                  the period for which the Commitment Fee is
                  calculated. Such Commitment Fee, to the extent
                  then accrued, shall be payable (x) monthly, in
                  arrears, on the last calendar day of each
                  month, (y) on the Termination Date and (z) as
                  provided in Section 2.10 hereof, upon any
                  reduction or termination in whole or in part of
                  the Total Commitment.

         6.       Section 3 of the Credit Agreement is hereby amended by
inserting the following new section:

                  SECTION 3.11. Historic EBITDA. EBITDA for the
                                ---------------
                  Borrower and the Guarantors for each fiscal
                  month commencing with the month ending in April
                  2001 through the month ending in January 2002
                  shall be as set forth in Schedule 3.11.

         7.       Section 5.01(d) of the Credit Agreement is hereby amended by
(A) deleting the words "(a) and (b)" appearing in clause (i) thereof and
inserting in lieu thereof the following text: "(a), (b) and (c)"; and (B)
deleting the words "Sections 6.04 and 6.05" appearing in clause (i)(B) thereof
and inserting in lieu thereof the words "Sections 6.04, 6.05 and 6.13."

         8.       Section 5.07 of the Credit Agreement is hereby amended by
deleting the proviso at the end thereof and inserting in lieu thereof the
following:

                  "provided that the Borrower and the Guarantors
                   --------
                  may maintain up to an aggregate of $250,000 in
                  deposit accounts other than the principal
                  concentration account maintained with the
                  Agent."

         9.       Section 5.08 of the Credit Agreement is hereby amended in its
entirety by inserting the following:

                  SECTION 5.08. Borrowing Base Certificate.
                                --------------------------
                  Furnish a Borrowing Base Certificate
                  substantially in the form of

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<PAGE>

                  Exhibit E to the Agent: (a) on or before the
                  fifth Business Day following the end of each
                  week, which weekly Borrowing Base Certificate
                  shall reflect (i) the accounts receivable
                  updated as of Friday of each such week (which
                  shall include and reflect for the Borrower and
                  the Guarantors the most recent Accounts
                  Receivable Aging Report in the form and
                  substance satisfactory to the Agent); and (ii)
                  Inventory as of the end of the preceding month,
                  which shall be updated as of the twentieth
                  (20th) Business Day of each month (which shall
                  include and reflect for the Borrower and the
                  Guarantors the most recent Open Orders History
                  in form and substance satisfactory to the
                  Agent), and (b) if requested by the Agent at
                  any other time when the Agent reasonably
                  believes that the then existing Borrowing Base
                  Certificate is materially inaccurate, as soon
                  as reasonably available but in no event later
                  than five (5) Business Days after such request,
                  a Borrowing Base Certificate showing the
                  Borrowing Base as of the date so requested, in
                  each case with supporting documentation; and
                  shall be supplemented at any time by such other
                  supporting documentation and additional reports
                  with respect to the Borrowing Base as the Agent
                  shall reasonably request.

         10.      Section 5 of the Credit Agreement is hereby amended by
deleting Section 5.11 in its entirety.

         11.      Section 6.01 of the Credit Agreement is hereby amended by (A)
deleting the "and" at end of clause (iv) thereof and inserting in lieu thereof a
"," and (B) inserting the following new clause at the end thereof:

                  "and (vi) Liens in favor of the relevant taxing
                  authority in an amount not to exceed $550,000
                  upon the personal or real property associated
                  with the closed Erwin Denim Facility."

         12.      Section 6.05 of the Credit Agreement is hereby amended in its
entirety by inserting the following:

                  SECTION 6.05. EBITDA. Permit EBITDA for each
                                ------
                  12-month period ending on the last day of each
                  fiscal month listed below to be less than the
                  amount specified opposite such date:

                  12 Months Ending                        EBITDA
                  ----------------                        ------

                  March, 2002                           $36,500,000

                  April, 2002                           $34,100,000

                                       13

<PAGE>

                  May, 2002                             $34,000,000

                  June, 2002                            $29,750,000

                  July, 2002                            $30,500,000

                  August, 2002                          $35,000,000

                  September, 2002                       $29,750,000

                  October, 2002                         $26,500,000

                  November, 2002                        $26,000,000

                  December, 2002                        $21,500,000

                  January, 2003                         $22,500,000

                  February, 2003                        $21,400,000

                  March, 2003                           $22,300,000

                  April, 2003                           $23,100,000

                  May, 2003                             $24,000,000

                  June, 2003                            $23,500,000

                  July, 2003                            $24,500,000

                  August, 2003                          $24,800,000

                  September, 2003                       $24,000,000

         13.      Section 6.09 of the Credit Agreement is hereby amended by
inserting a "(i)" immediately following the words "except for" appearing therein
and inserting the following new clause at the end thereof:

                  "and (ii) the repayment of prior advances from
                  Dimmit Industries S.A. de C.V. (Mexico) and
                  Confecciones Alta Loma S.A. de C.V. (Mexico) in
                  an aggregate amount not to exceed $500,000."

         14.      Section 6.10 of the Credit Agreement is hereby amended by
inserting the following text at the end thereof:

                  "; it being understood that the repayment of
                  advances permitted pursuant to clause (ii) of
                  Section 6.09 will not constitute an Investment
                  as contemplated herein."

                                       14

<PAGE>

         15.      Section 6 of the Credit Agreement is hereby amended by
inserting the following new Section:

                  SECTION 6.13. Run-Out Expenses. Permit Run-Out
                                ----------------
                  Expenses (i) for the period commencing on the
                  effective date of the Borrowing Base Amendment
                  through and including June 30, 2002, to exceed
                  $250,000 in any one fiscal month during such
                  period, (ii) for the period commencing on July
                  1, 2002 through and including October 31, 2002,
                  to exceed $325,000 in any one fiscal month
                  during such period, or (iii) for the period
                  commencing on November 1, 2002 through and
                  including the Maturity Date, to exceed $200,000
                  in any one fiscal month during such period.

         16.      The Credit Agreement is hereby further amended by adding a new
"Exhibit E" in the form attached hereto as Exhibit A.

         17.      The Credit Agreement is hereby further amended by adding a new
"Schedule 3.11" in the form attached hereto as Exhibit B.

         18.      The Credit Agreement is hereby further amended by deleting
Schedule 5.11 in its entirety.

         19.      This Amendment shall not become effective until the date (the
"Effective Date") on which this Amendment shall have been executed by the
 --------------
Borrower, the Guarantors and Banks representing the Required Banks, and the
Agent shall have received evidence satisfactory to it of such execution.

         20.      Except to the extent hereby amended, the Credit Agreement and
each of the Loan Documents remain in full force and effect and are hereby
ratified and affirmed.

         21.      The Borrower agrees that its obligations set forth in Section
10.05 of the Credit Agreement shall extend to the preparation, execution and
delivery of this Amendment, including the reasonable fees and disbursements of
special counsel to the Agent.

         22.      This Amendment shall be limited precisely as written and shall
not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or (b) to prejudice any right
or rights which the Agent or the Banks may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.

                                       15

<PAGE>

         23.      This Amendment may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.

         24.      This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                       16

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and the year first written.


                                  BORROWER:

                                  GALEY & LORD, INC.

                                  By: /s/ LEONARD F. FERRO
                                      ------------------------------------------
                                  Name:  Leonard F. Ferro
                                  Title: Vice President, Secretary and Treasurer

                                  GUARANTORS:

                                  GALEY & LORD INDUSTRIES, INC.

                                  G&L SERVICE COMPANY,
                                     NORTH AMERICA, INC.

                                  SWIFT TEXTILES, INC.

                                  SWIFT DENIM SERVICES, INC.



                                  By: /s/ LEONARD F. FERRO
                                      ------------------------------------------
                                  Name:  Leonard F. Ferro
                                  Title: Vice President, Secretary and Treasurer

                                  GALEY & LORD PROPERTIES, INC.

                                  SWIFT DENIM PROPERTIES, INC.

                                  GREENSBORO TEXTILE
                                     ADMINISTRATION LLC

                                  BRIGHTON WEAVING LLC

                                  FLINT SPINNING LLC

                                  SOCIETY HILL FINISHING LLC

                                  MCDOWELL WEAVING LLC


                                  By: /s/ ANTHONY J. FORMAN
                                      ------------------------------------------
                                  Name:
                                  Title:

                                       17

<PAGE>

                                  FIRST UNION NATIONAL BANK
                                  Individually and as Agent

                                  By: /s/ M.G. HYDE
                                      ------------------------------------------
                                  Name:  M. G. Hyde
                                  Title: Director

                                       18

<PAGE>

                                    Exhibit A

                         Form Borrowing Base Certificate



                                       19

<PAGE>

                                    Exhibit B

                                  Schedule 3.11

                                 Historic EBITDA
                                 ---------------

               Fiscal Month Ending                         EBITDA
               -------------------                         ------

                    April 2001                          $ 2,939,000
                     May 2001                           $ 1,679,000
                    June 2001                           $ 9,046,000
                    July 2001                          ($ 1,888,000)
                   August 2001                         ($ 2,038,000)
                  September 2001                        $12,175,000
                   October 2001                         $ 3,600,000
                  November 2001                         $   771,000
                  December 2001                         $ 8,566,000
                   January 2002                        ($ 1,180,000)


                                       20