<PAGE>
                                                               EXHIBIT (4d)


                               RUSSELL CORPORATION

                                 AMENDMENT NO. 9


                                                          As of January 31, 2002


The Prudential Insurance Company of America
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102

Ladies and Gentlemen:

         Russell Corporation, an Alabama corporation (hereinafter, the
"COMPANY"), together with its successors and assigns, agrees with you as
follows:

1.       PRIOR NOTE ISSUANCE.

         The Company issued and sold:

                  (A)      One Hundred Million Dollars ($100,000,000) in
         aggregate principal amount of its Senior Notes due November 30, 2008
         (as amended from time to time prior to the date hereof, the "EXISTING
         1995 SENIOR NOTES," and as amended by this Amendment No. 9, the "1995
         SENIOR NOTES") pursuant to that certain Note Agreement dated as of
         December 7, 1995, as amended by those various Letter Agreements dated
         November 17, 1998, June 5, 2001, as of June 30, 2001, September 17,
         2001, an additional Letter Agreement dated September 17, 2001 (the
         "ADDITIONAL PRUDENTIAL LETTER"), October 15, 2001, November 29, 2001
         and December 14, 2001, respectively (as in effect immediately prior to
         giving effect to the Amendments (as defined below) provided for hereby,
         the "EXISTING 1995 NOTE AGREEMENT").

                  (B)      One Hundred Twenty-Five Million Dollars
         ($125,000,000) in aggregate principal amount of its Senior Notes due
         August 28, 2007 (as amended from time to time prior to the date hereof,
         the "EXISTING 1997 SENIOR NOTES," and together with the Existing 1995
         Senior Notes, collectively, the "EXISTING SENIOR NOTES"; the Existing
         1997 Notes as amended by this Amendment No. 9, the "1997 SENIOR NOTES,"
         and together with the 1995 Senior Notes, collectively, the "SENIOR
         NOTES") pursuant to that certain Note Agreement dated as of August 28,
         1997, as amended by


<PAGE>

         those various Letter Agreements dated November 17, 1998, as of June 5,
         2001, June 30, 2001, September 17, 2001, October 15, 2001, November 29,
         2001 and December 14, 2001, respectively, and the Additional Prudential
         Letter (as in effect immediately prior to giving effect to the
         Amendments (as defined below) provided for hereby, the "EXISTING 1997
         NOTE AGREEMENT," and together with the Existing 1995 Note Agreement,
         collectively, the "EXISTING NOTE AGREEMENTS").


         The register for the registration and transfer of the Senior Notes
indicates that The Prudential Insurance Company of America ("PRUDENTIAL") is
currently the holder of the entire outstanding principal amount of the Senior
Notes.

2.       DEFINED TERMS.

         Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Existing Note Agreements as amended by this
Amendment No. 9 (as so amended, the "NOTE AGREEMENTS").

3.       AMENDMENTS TO THE EXISTING NOTE AGREEMENTS AND EXISTING NOTES.

         Subject to Section 5, Prudential and the Company hereby agree to each
of the amendments to the Existing Note Agreements and the Existing Notes as
provided for by this Amendment No. 9 in the manner specified in Exhibit A. Such
amendments are referred to herein, collectively, as the "AMENDMENTS."

4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         To induce you to enter into this Amendment No. 9 and to consent to the
Amendments, the Company represents and warrants as follows:

         4.1.     ORGANIZATION, POWER AND AUTHORITY, ETC.

         The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of Alabama and has all requisite corporate power
and authority to enter into and perform its obligations under this Amendment No.
9.

         4.2.     SUBSIDIARIES.

         Schedule 4.2 attached hereto states the names of each of the Company's
Subsidiaries and its jurisdiction of incorporation. All such Subsidiaries are
directly or indirectly 100% owned by the Company. Each of the Company and the
Subsidiaries has good and marketable title to all shares it purports to own of
the stock of each Subsidiary, free and clear in each case of any Lien except for
Liens granted pursuant to the Collateral Documents (defined in Section 5.2). All
such shares have been duly issued and are fully paid and non-assessable.


                                       2
<PAGE>

         4.3.     LEGAL VALIDITY.

         The execution and delivery of this Amendment No. 9 by the Company and
compliance by the Company with its obligations under this Amendment No. 9, the
Note Agreements and the Notes (a) are within the corporate powers of the
Company; (b) are legal and do not violate any provisions of any law or any order
of any court or governmental authority or agency and do not conflict with or
result in any breach of any of the terms, conditions or provisions of, or
constitute a default under the Articles of Incorporation or By-laws of the
Company or any indenture or other agreement or instrument to which the Company
is a party or by which it may be bound or result in the imposition of any Liens
or encumbrances on any property of the Company; and (c) has been duly authorized
by proper corporate action on the part of the Company and its stockholders (if
necessary), executed and delivered by a duly authorized officer of the Company,
and constitutes a legal, valid and binding obligation, contract and agreement of
the Company, enforceable in accordance with its terms.

         4.4.     NO DEFAULTS.

         After giving effect to the Amendments set forth in this Amendment No.
9, no Default or Event of Default will exist.

         4.5.     COMPLIANCE WITH LAW.

                  (A)      The execution, delivery and performance of this
         Amendment No. 9 by the Company and the compliance by the Company with
         all of the provisions of this Amendment No. 9, the Note Agreements and
         the Notes will not violate any law, ordinance, franchise, governmental
         rule or regulation to which it is subject (including, without
         limitation, any Environmental Law).

                  (B)      Neither the Company nor any Subsidiary has failed to
         obtain any license, permit, franchise or other governmental
         authorization necessary to the ownership of its property or to the
         conduct of its business; which violation or failure to obtain would
         materially affect adversely the business, prospects, profits,
         properties or condition (financial or otherwise) of the Company and its
         Subsidiaries, taken as a whole, or materially impair the ability of the
         Company to perform its obligations contained in the Amendment No. 9,
         the Note Agreements and the Notes.

                  (C)      Neither the Company nor any Subsidiary is in default
         with respect to any order of any court or governmental authority or
         arbitration board or tribunal.


                                       3
<PAGE>

         4.6.     FULL DISCLOSURE.

         Neither the financial statements and other certificates previously
provided to Prudential pursuant to the provisions of the Existing Note
Agreements nor the statements made in this Amendment No. 9 nor any other written
statements furnished by or on behalf of the Company to Prudential in connection
with the proposal and negotiation of the Amendments, taken as a whole, contain
any untrue statement of a material fact or omit a material fact necessary to
make the statements contained therein and herein not misleading. There is no
fact relating to any event or circumstance that has occurred or arisen since
December 31, 2000 that the Company has not publicly disclosed or has otherwise
disclosed to Prudential in writing that has had or, so far as the Company can
now foresee, will have a material adverse effect on the properties, business,
prospects, profits or condition (financial or otherwise) of the Company and its
Subsidiaries, taken as a whole.

5.       EFFECTIVENESS OF AMENDMENTS.

         The Amendments shall become effective on the date (the "AMENDMENT NO. 9
EFFECTIVE DATE") upon which all of the following conditions precedent have been
satisfied:

         5.1.     EXECUTION AND DELIVERY OF THIS AMENDMENT NO. 9.

         The Company and Prudential shall have executed and delivered a
counterpart of this Amendment No. 9.

         5.2.     COLLATERAL DOCUMENTS.

         A fully executed Guarantee and Collateral Agreement ("COLLATERAL
AGREEMENT") dated as of December 14, 2001 by and among the Company, Russell
Financial Services, Inc., Russell Asset Management, Inc., RINTEL Properties,
Inc., DeSoto Mills, Inc., Cross Creek Apparel, LLC, and Cross Creek Holdings,
Inc. in favor of Wachovia Bank, N.A. as collateral agent ("COLLATERAL AGENT")
for Prudential and the other Secured Parties (as that term is defined in the
Intercreditor Agreement) in the form of Exhibit 5.2 hereto including any
mortgages, Uniform Commercial Code financing statements and other agreements or
instruments evidencing Liens granted in favor of the Collateral Agent
(collectively and together with the Collateral Agreement, the "COLLATERAL
DOCUMENTS") shall have been delivered to Prudential. A Consent and Confirmation
fully executed by the Company and each Subsidiary party thereto shall also have
been delivered to Prudential.


                                       4
<PAGE>

         5.3.     LEGAL OPINION.

         Prudential shall have received the opinion of (a) Alston & Bird LLP and
(b) Christopher Champion Esq., in-house counsel for the Company, covering such
matters relating to this Amendment No. 9, the Note Agreements and the Notes as
Prudential shall have reasonably requested.

         5.4.     FEES AND EXPENSES.

                  (A)      The Company shall have paid all costs and expenses of
         Prudential relating to this Amendment No. 9 in accordance with Section
         6 hereof (including, without limitation, attorney's fees and
         disbursements).

                  (B)      The Company shall have paid the amendment fees
         described in Section 7 hereof to Prudential.

         5.5.     REPRESENTATIONS AND WARRANTIES.

         The representations and warranties set forth in Section 4 hereof shall
be true and correct as of the Amendment No. 9 Effective Date.

         5.6.     1992 NOTE AGREEMENTS.

         Prudential shall have received evidence reasonably satisfactory to it
that the Company's Note Agreements dated as of December 1, 1992 with Teachers
Insurance and Annuity Association of America, Allstate Life Insurance Company,
Connecticut General Life Insurance Company and Connecticut General Life
Insurance Company on behalf of one or more separate accounts and subsequent
transferees of notes thereunder (including Prudential) shall have been amended
on or before the date hereof on the terms substantially identical to the terms
of this Amendment No. 9.

         5.7.     WACHOVIA DOCUMENTS.

         Prudential (or its special counsel) shall have received a fully
executed copy of the Amended and Restated Credit Agreement dated as of January
31, 2002 among the Company, Russell Europe Limited, Wachovia Bank, N.A. as
Administrative Agent and the various other institutions listed on the signature
pages thereto, certified as true, correct and complete by the Company,
substantially in the form attached hereto as Exhibit 5.7.

         5.8.     SUNTRUST DOCUMENTS.

         Prudential (or its special counsel) shall have received a fully
executed copy of the Amended and Restated TermLoan/Bankers' Acceptance Agreement
dated as of January 31, 2002 by and between the Company and SunTrust Bank
(formerly


                                       5
<PAGE>

known as Trust Company Bank), certified as true, correct and complete by the
Company, substantially in the form attached hereto as Exhibit 5.8.

         5.9.     SALE AND LEASEBACK OF MONTGOMERY.

         The Company shall have entered into an engagement letter on terms
reasonably satisfactory to Prudential regarding the sale and leaseback of the
Company's Montgomery, Alabama distribution center.

         5.10.    RECEIVABLES PURCHASE AGREEMENT.

         The Company and Russell Financial Services, Inc. ("RUSSELL FINANCIAL")
shall have entered into the Accounts Receivable Purchase Agreement dated as of
the date hereof on terms reasonably satisfactory to Prudential, providing for
the sale by the Company and/or Russell Financial of receivables for the amount
of $50,000,000.

         5.11.    PROCEEDINGS SATISFACTORY.

         All proceedings taken in connection with this Amendment No. 9 and all
documents and papers relating hereto shall be reasonably satisfactory to
Prudential and its special counsel. Prudential and its special counsel shall
have received copies of such documents and papers (whether or not specifically
referred to above in this Section 5) as they may reasonably request in
connection therewith, in form and substance satisfactory to them.

6.       EXPENSES.

         Whether or not the Amendments become effective, the Company will
promptly pay, on the Amendment No. 9 Effective Date or, if the Amendments have
not become effective then within three Business Days of receipt of an invoice
therefor, all fees, expenses and costs relating to this Amendment No. 9,
including, but not limited to, the fees of your special counsel, Bingham Dana
LLP, incurred in connection with the preparation, negotiation and delivery of
this Amendment No. 9 and any other documents related thereto to the extent set
forth in a statement delivered to the Company at least one Business Day before
the Amendment No. 9 Effective Date. In addition, the Company will pay all such
fees, expenses and costs set forth in any subsequent statement within 30 days of
its receipt thereof. Nothing in this Section shall limit the Company's
obligations pursuant to 9.4 of the Existing Note Agreements.

7.       AMENDMENT FEES.

         Prior to the effectiveness of this Amendment No. 9, the Company shall
have paid to Prudential an amendment fee equal to 0.20% of the outstanding
principal amount of the Senior Notes in the manner and to the accounts specified
in the


                                       6
<PAGE>

Existing Note Agreements for payments of principal and interest on the
Senior Notes. Also, pursuant to the Additional Prudential Letter the Company
shall have paid to Prudential an amendment fee equal to 0.10% of the outstanding
principal amount of the Senior Notes in the manner and to the accounts described
in the preceding sentence.

8.       MISCELLANEOUS.

         8.1.     PART OF EXISTING NOTE AGREEMENTS; FUTURE REFERENCES, ETC.

         This Amendment No. 9 shall be construed in connection with and as a
part of the Existing Note Agreements and, except as expressly amended by this
Amendment No. 9, all terms, conditions and covenants contained in the Existing
Note Agreements are hereby ratified and shall be and remain in full force and
effect. Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Amendment No. 9
may refer to the Existing Note Agreements without making specific reference to
this Amendment No. 9, but nevertheless all such references shall include this
Amendment No. 9 unless the context otherwise requires.

         8.2.     COUNTERPARTS.

         This Amendment No. 9 may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

         8.3.     GOVERNING LAW.

         THIS AMENDMENT NO. 9 SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE
OF NEW JERSEY EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN NEW
JERSEY.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
                          NEXT PAGE IS SIGNATURE PAGE.]


                                       7
<PAGE>


         If you are in agreement with the foregoing, please so indicate by
signing the acceptance below on the accompanying counterpart of this Amendment
No. 9 and returning it to the Company, whereupon it will become a binding
agreement between you and the Company.



                                       RUSSELL CORPORATION



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


                                       8
<PAGE>


         The foregoing Amendment No. 9 is hereby accepted as of the date first
above written. By its execution below, the undersigned represents that it is
either the registered owner of one or more of the Senior Notes or is the
beneficial owner of one or more of the Senior Notes and is authorized to enter
into this Amendment No. 9 in respect thereof.


                                       THE PRUDENTIAL INSURANCE
                                       COMPANY OF AMERICA



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


                                       9
<PAGE>


                                  SCHEDULE 4.2

                                 [SUBSIDIARIES]

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------
SUBSIDIARIES                                                            JURISDICTION OF
                                                                        FORMATION
------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>
Domestic:
---------
Alexander City Flying Service, Inc.                                     Alabama
------------------------------------------------------------------------------------------------------------------------
Cross Creek Apparel, LLC                                                North Carolina
------------------------------------------------------------------------------------------------------------------------
Cross Creek Holdings, Inc.                                              Delaware
------------------------------------------------------------------------------------------------------------------------
DeSoto Mills, Inc.                                                      Alabama
------------------------------------------------------------------------------------------------------------------------
Jerzees Apparel, LLC                                                    Georgia
------------------------------------------------------------------------------------------------------------------------
Mossy Oak Apparel Company                                               Delaware
------------------------------------------------------------------------------------------------------------------------
RINTEL Properties, Inc.                                                 Delaware
------------------------------------------------------------------------------------------------------------------------
Russell Apparel, LLC                                                    Alabama
------------------------------------------------------------------------------------------------------------------------
Russell Asset Management, Inc.                                          Delaware
------------------------------------------------------------------------------------------------------------------------
Russell Athletic, Inc.                                                  Georgia
------------------------------------------------------------------------------------------------------------------------
Russell Athletic West, Inc.                                             Nevada
------------------------------------------------------------------------------------------------------------------------
Russell Financial Services, Inc.                                        Delaware
------------------------------------------------------------------------------------------------------------------------
Russell Servicing Company, Inc.                                         Alabama
------------------------------------------------------------------------------------------------------------------------
Russell Corporation                                                     Delaware
------------------------------------------------------------------------------------------------------------------------
Russell Yarn LLC                                                        Alabama
------------------------------------------------------------------------------------------------------------------------

Foreign:
--------
Athletic de Camargo S.A. de C.V.                                        Mexico
------------------------------------------------------------------------------------------------------------------------
Citygate Textiles Limited                                               United Kingdom
------------------------------------------------------------------------------------------------------------------------
Cross Creek de Honduras, S.A. de C.V.                                   Honduras
------------------------------------------------------------------------------------------------------------------------
Cross Creek de Jimenez, S.A. de C.V.                                    Mexico
------------------------------------------------------------------------------------------------------------------------
Eagle R Holdings Limited                                                United Kingdom
------------------------------------------------------------------------------------------------------------------------
Jerzees Campeche, S.A. de C.V.                                          Mexico
------------------------------------------------------------------------------------------------------------------------
Jerzees Chloma, S.A.                                                    Honduras
------------------------------------------------------------------------------------------------------------------------
Jerzees de Buena Vista, S.A.                                            Honduras
------------------------------------------------------------------------------------------------------------------------
Jerzees de Honduras, S.A. de C.V.                                       Honduras
------------------------------------------------------------------------------------------------------------------------
Jerzees Yucatan, S.A. de C.V.                                           Mexico
------------------------------------------------------------------------------------------------------------------------
RUServicios, S.A                                                        Honduras
------------------------------------------------------------------------------------------------------------------------
Russell Co-Op LLC                                                       Guam
------------------------------------------------------------------------------------------------------------------------
Russell Corp. Australia Pty. Ltd.                                       Australia
------------------------------------------------------------------------------------------------------------------------
Russell Corp. Bangladesh Limited                                        Bangladesh
------------------------------------------------------------------------------------------------------------------------
Russell Corp. Canada Ltd.                                               Canada
------------------------------------------------------------------------------------------------------------------------
Russell Corp. Far East Limited                                          Hong Kong
------------------------------------------------------------------------------------------------------------------------
Russell CZ s.r.o.                                                       Czech Republic
------------------------------------------------------------------------------------------------------------------------
Russell do Brasil Ltda                                                  Brazil
------------------------------------------------------------------------------------------------------------------------
Russell Europe Limited                                                  United Kingdom
------------------------------------------------------------------------------------------------------------------------
Russell Foreign Sales, Ltd.                                             Barbados
------------------------------------------------------------------------------------------------------------------------
Russell France, S.A.R.L.                                                France
------------------------------------------------------------------------------------------------------------------------
Russell Germany, GmbH                                                   Germany
------------------------------------------------------------------------------------------------------------------------
Russell Holdings Europe B.V.                                            Netherlands
------------------------------------------------------------------------------------------------------------------------
Russell Italy S.r.L.                                                    Italy
------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                 Schedule 4.2-1

<TABLE>
<S>                                                                     <C>
------------------------------------------------------------------------------------------------------------------------
Russell Japan KK                                                        Japan
------------------------------------------------------------------------------------------------------------------------
Russell Mexico, S.A. de C.V.                                            Mexico
------------------------------------------------------------------------------------------------------------------------
Russell Spain, S.L.                                                     Spain
------------------------------------------------------------------------------------------------------------------------
Servicios Russell, S.A. de C.V.                                         Mexico
------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                 Schedule 4.2-2
<PAGE>

                                    EXHIBIT A

                                   AMENDMENTS

ss.1     Section 1.1 of the Existing 1995 Note Agreement is hereby amended and
         restated in its entirety to read as follows:

                  "Section 1.1. Description of Notes. The Company will authorize
         the issue and sale of $100,000,000 aggregate principal amount of its
         Senior Notes (the "NOTES") to be dated the date of issue, to bear
         interest from (and including) December 7, 1995 and thereafter at the
         Applicable Rate, payable semiannually on May 31st and November 30th in
         each year and at maturity (with the first such payment to be made on
         May 31, 1996) and to bear interest on overdue principal (including any
         overdue required or optional prepayment of principal) and premium, if
         any, and (to the extent legally enforceable) on any overdue installment
         of interest at the Overdue Rate after the date due, whether by
         acceleration or otherwise, until paid, to be expressed to mature on
         November 30, 2008, and to be substantially in the form attached hereto
         as Exhibit A. Interest on the Notes shall be computed on the basis of a
         360-day year of twelve 30-day months. If any amount of principal,
         premium, if any, or interest on or in respect of any Note becomes due
         and payable on any date which is not a Business Day, such amount shall
         be payable on the next succeeding Business Day and the period of
         extension shall be included in the computation of interest payable on
         such Business Day. The Notes are not subject to prepayment or
         redemption at the option of the Company prior to their expressed
         maturity dates except on the terms and conditions and in the amounts
         and with the premium, if any, set forth in ss. 2 of this Agreement. The
         term "Notes" as used herein shall include each Note delivered pursuant
         to this Agreement. You are hereafter sometimes referred to as the
         "Purchaser." The terms which are capitalized herein shall have the
         meanings set forth in ss. 8.1 or in Schedule 5 attached hereto unless
         the context shall otherwise require."

ss.2     Section 1.1 of the Existing 1997 Note Agreement is hereby amended and
         restated in its entirety to read as follows:

                  "Section 1.1. Description of Notes. The Company will authorize
         the issue and sale of $125,000,000 aggregate principal amount of its
         Senior Notes (the "NOTES") to be dated the date of issue, to bear
         interest from (and including) August 28, 1997 and thereafter at the
         Applicable Rate, payable quarterly on November 28, February 28, May


                                  Exhibit A-1
<PAGE>

         28 and August 28 in each year and at maturity (with the first such
         payment to be made on November 28, 1997) and to bear interest on
         overdue principal (including any overdue required or optional
         prepayment of principal) and premium, if any, and (to the extent
         legally enforceable) on any overdue installment of interest at the
         Overdue Rate after the date due, whether by acceleration or otherwise,
         until paid, to be expressed to mature on August 28, 2007, and to be
         substantially in the form attached hereto as Exhibit A. Interest on the
         Notes shall be computed on the basis of a 360-day year of twelve 30-day
         months. If any amount of principal, premium, if any, or interest on or
         in respect of any Note becomes due and payable on any date which is not
         a Business Day, such amount shall be payable on the next succeeding
         Business Day and the period of extension shall be included in the
         computation of interest payable on such Business Day. The Notes are not
         subject to prepayment or redemption at the option of the Company prior
         to their expressed maturity dates except on the terms and conditions
         and in the amounts and with the premium, if any, set forth in ss. 2 of
         this Agreement. The term "Notes" as used herein shall include each Note
         delivered pursuant to this Agreement. You are hereafter sometimes
         referred to as the "Purchaser." The terms which are capitalized herein
         shall have the meanings set forth in ss. 8.1 or in Schedule 5 attached
         hereto unless the context shall otherwise require."

ss.3     The Existing 1995 Note Agreement is hereby amended by inserting a new
         Section 2.8 to read as follows:

                  "SECTION 2.8. INTEREST RATE.

                  (a)      Applicable Rate. Interest shall accrue on the unpaid
         principal balance of the Notes at the rate (the "APPLICABLE RATE") of
         (i) from (and including) December 7, 1995 through and including
         September 30, 2001, 6.78% per annum; (ii) from (and including) October
         1, 2001 through and including the day before the Amendment No. 9
         Effective Date, 7.78% per annum; and (iii) from (and including) the
         Amendment No. 9 Effective Date and at all times thereafter, 7.78% per
         annum plus the increase, if any, indicated in ss. 2.8(b) or ss. 2.8(c)
         as may be applicable.

                  (b)      Interest Rate Adjustment When Notes are Not Rated.
         If, on any day on or after July 1, 2002, (x) a rating of the Notes from
         a Rating Agency is not in effect and (y) the Company has failed to
         comply with either of the pricing conditions set forth in the next
         succeeding sentence as of the first day of the then current fiscal
         quarter (commencing with, for the avoidance of doubt, July 1, 2002),


                                  Exhibit A-2
<PAGE>

         then the interest rate accruing on the Notes for such day shall be the
         rate as set forth in ss. 2.8(a) plus (A) 1.25% per annum if it is the
         Company's first failure to meet either of such pricing conditions or
         (B) 2.50% per annum in all other circumstances. The pricing conditions
         referred to in the preceding sentence are

                           (i)      the Adjusted Debt/EBITDA Ratio as at the
                  last day of the period of four consecutive fiscal quarters
                  most recently ended must be equal to or less than the ratio
                  set forth in Schedule 2.8(b) that is applicable to the fiscal
                  quarter in which such last day falls; and

                           (ii)     the Adjusted Debt Service Coverage Ratio for
                  the period of four consecutive fiscal quarters most recently
                  ended must be equal to or greater than 2.0 to 1.

                  (c)      Interest Rate Adjustment When Notes Are Rated. On
         each day on or after the Amendment No. 9 Effective Date on which a
         rating of the Notes from a Rating Agency shall be in effect, the
         interest rate accruing on the Notes for such day shall be the rate as
         set forth in ss. 2.8(a) plus (i) 2.50% per annum if such rating is
         below Investment Grade or (ii) 0% per annum if such rating is
         Investment Grade. If, on any day, there are ratings in effect from more
         than one Rating Agency, the lowest rating shall apply for purposes of
         this ss. 2.8(c).

                  (d)      Adjustment for Delayed Interest Rate Calculation. If,
         on any interest payment date, any interest rate adjustment provided for
         in Section 2.8(b) with respect to the then current fiscal quarter, or
         any previous fiscal quarter (each, an "OPEN QUARTER"), cannot be
         calculated due to the absence of the relevant financial information for
         the Company, the amount payable on such interest payment date for the
         interest period then ended shall be determined by reference to the rate
         applicable to the Notes immediately following the most recent fiscal
         quarter for which such information was available; provided, however,
         that, at such time as such financial information is available with
         respect to any Open Quarter, the amount due in respect of the interest
         period that includes all or any part of such Open Quarter shall be
         recomputed taking into account such financial information, and any
         additional amount due, or any credit in respect of any overpayment
         made, in respect of such Open Quarter (or any part thereof) shall be
         paid, or applied to reduce the amount due, respectively, on the next
         succeeding interest payment date or the redemption date of the Notes,
         as the case may be.



                                  Exhibit A-3
<PAGE>

ss.4     The Existing 1997 Note Agreement is hereby amended by inserting a new
         Section 2.8 to read as follows:

                  "SECTION 2.8. INTEREST RATE.

                  (a)      Applicable Rate. Interest shall accrue on the unpaid
         principal balance of the Notes at the rate (the "APPLICABLE RATE") of
         (i) from (and including) August 28, 1997 through and including
         September 30, 2001, 6.65% per annum; (ii) from (and including) October
         1, 2001 through and including the day before the Amendment No. 9
         Effective Date, 7.65% per annum; and (iii) from (and including) the
         Amendment No. 9 Effective Date and at all times thereafter, 7.65% per
         annum plus the increase indicated in ss. 2.8(b) or ss. 2.8(c) as may be
         applicable.

                  (b)      Interest Rate Adjustment When Notes are Not Rated.
         If, on any day on or after July 1, 2002, (x) a rating of the Notes from
         a Rating Agency is not in effect and (y) the Company has failed to
         comply with either of the pricing conditions set forth in the next
         succeeding sentence as of the first day of the then current fiscal
         quarter (commencing with, for the avoidance of doubt, July 1, 2002),
         then the interest rate accruing on the Notes for such day shall be the
         rate as set forth in ss. 2.8(a) plus (A) 1.25% per annum if it is the
         Company's first failure to meet either of such pricing conditions or
         (B) 2.50% per annum in all other circumstances. The pricing conditions
         referred to in the preceding sentence are

                           (i)      the Adjusted Debt/EBITDA Ratio as at the
                  last day of the period of four consecutive fiscal quarters
                  most recently ended must be equal to or less than the ratio
                  set forth in Schedule 2.8(b) that is applicable to the fiscal
                  quarter in which such last day falls; and

                           (ii)     the Adjusted Debt Service Coverage Ratio for
                  the period of four consecutive fiscal quarters most recently
                  ended must be equal to or greater than 2.0 to 1.

                  (c)      Interest Rate Adjustment When Notes Are Rated. On
         each day on or after the Amendment No. 9 Effective Date on which a
         rating of the Notes from a Rating Agency shall be in effect, the
         interest rate accruing on the Notes for such day shall be the rate as
         set forth in ss. 2.8(a) plus (i) 2.50% per annum if such rating is
         below Investment Grade or (ii) 0% per annum if such rating is
         Investment Grade. If, on


                                  Exhibit A-4
<PAGE>

         any day, there are ratings in effect from more than one Rating Agency,
         the lowest rating shall apply for purposes of this ss. 2.8(c).

                  (d)      Adjustment for Delayed Interest Rate Calculation. If,
         on any interest payment date, any interest rate adjustment provided for
         in Section 2.8(b) with respect to the then current fiscal quarter, or
         any previous fiscal quarter (each, an "OPEN QUARTER"), cannot be
         calculated due to the absence of the relevant financial information for
         the Company, the amount payable on such interest payment date for the
         interest period then ended shall be determined by reference to the rate
         applicable to the Notes immediately following the most recent fiscal
         quarter for which such information was available; provided, however,
         that, at such time as such financial information is available with
         respect to any Open Quarter, the amount due in respect of the interest
         period that includes all or any part of such Open Quarter shall be
         recomputed taking into account such financial information, and any
         additional amount due, or any credit in respect of any overpayment
         made, in respect of such Open Quarter (or any part thereof) shall be
         paid, or applied to reduce the amount due, respectively, on the next
         succeeding interest payment date.

ss.5     Section 5 of the Existing Note Agreements is hereby deleted and there
         is substituted therefor Section 5.1 through Section 5.23, inclusive, as
         stated on Schedule 5 attached hereto. Capitalized terms used in
         Schedule 5 shall have the meanings ascribed to such terms in Schedule
         5. For the avoidance of doubt, all covenants previously incorporated by
         reference to the 1999 Credit Agreement are hereby deleted in their
         entirety.

ss.6     The Existing Note Agreements are hereby amended by inserting a new
         Section 5.24, a new Section 5.25, and a new Section 5.26 to read as
         follows:

                  "5.24 RATING REQUIREMENT.

                  The Company shall not permit a rating from the Rating Agency
         for the High-Yield Notes to become effective on any day unless on or
         before such day, the Company, at its sole cost and expense, has
         obtained a rating from a Rating Agency for the Notes."

                  "5.25 MOST FAVORED LENDER.

                  If at any time and from time to time after June 30, 2001, the
         Company enters into, assumes or otherwise becomes bound or obligated
         under, or agrees to the modification of, one or more covenants


                                  Exhibit A-5
<PAGE>

         or events of default contained in any agreement or instrument of the
         Company providing for the incurrence of Indebtedness equal to or
         exceeding the principal amount of $10,000,000 (including, without
         limitation, the 1999 Credit Agreement) (each, a "MATERIAL DEBT
         DOCUMENT") that is more favorable to the lender or lenders under such
         Material Debt Document than are the terms of this Agreement to the
         holders of the Notes, this Agreement shall, without any further action
         on the part of the Company or any of the holders of the Notes, be
         deemed to be amended automatically to include each such more favorable
         covenant, event of default, term or provision. No modification or
         amendment of any Material Debt Document that results in any covenant,
         event of default, or other material term or provision becoming less
         restrictive on the Company shall be effective as a modification,
         amendment or waiver under this Agreement. The Company further covenants
         to promptly execute and deliver at its expense (including, without
         limitation, the fees and expenses of counsel for the holders of the
         Notes) an amendment to this Agreement in form and substance
         satisfactory to the holders of the Notes to reflect such amendment,
         provided that the execution and delivery of such amendment shall not be
         a precondition to the effectiveness of such amendment as provided for
         in this Section 5.25."

                  "5.26 COVENANT TO SECURE NOTES RATABLY.

                  (a)      The Company covenants that if it or any Subsidiary
         shall create or assume any Lien upon any of its property or assets,
         whether now owned or hereafter acquired, other than Liens permitted by
         the provisions of this Agreement (including, without limitation, Liens
         created or assumed to secure Indebtedness under any Receivables
         Purchase Document or any Permitted Sale Leaseback) (unless waived or
         prior written consent to the creation or assumption thereof shall have
         been obtained pursuant to Section 7.1), it will make or cause to be
         made effective provision satisfactory in form and substance to
         Prudential whereby the Notes will be secured by such Lien equally and
         ratably with any and all other Indebtedness thereby secured so long as
         any such other Indebtedness shall be so secured.

                  (b)      The Company covenants that if any Subsidiary
         guaranties any Indebtedness of the Company or any Subsidiary, it will
         simultaneously cause such Subsidiary to guaranty the Notes equally and
         ratably with all Indebtedness guarantied by such Subsidiary for so long
         as such Indebtedness is guarantied and pursuant to documentation in
         form and substance reasonably satisfactory to the holders of Notes.


                                  Exhibit A-6
<PAGE>

                  (c)      The Company covenants that if it or any Person (other
         than the Company or a Subsidiary) guaranties or provides collateral in
         any manner for any Indebtedness of the Company or any Subsidiary, it
         will simultaneously cause such Person to guaranty or provide such
         collateral for the Notes equally and ratably with all Indebtedness
         guarantied or secured by such Person for so long as such Indebtedness
         is guarantied and pursuant to documentation in form and substance
         reasonably satisfactory to the holders of Notes."

ss.7     Section 6.1(d) and Section 6.1(e) of each Existing Note Agreement are
         hereby amended and restated to read in their entirety as follows:

                  "(d)     Default shall occur in the observance or performance
         of any covenant or agreement contained in Sections 5.1(e), 5.2(ii), 5.3
         through 5.6, inclusive, Section 5.15, Section 5.17 or Sections 5.20
         through 5.26, inclusive; or

                  (e)      Default shall occur in the observance or performance
         of any covenant or agreement contained in Sections 5.16 and 5.18 and
         such default shall continue for more than ten days; or"

ss.8     Section 6.1 of each Existing Note Agreement is hereby amended by
         deleting the "." at the end of clause (m) therein and substituting
         therefor "; or" and adding the following new clause (n) to the end of
         such Section 6.1 to read as follows:

                  "(n)     event of default under (and as defined in) the 1999
         Credit Agreement shall occur or exist."

ss.9     Section 8.1 of each Existing Note Agreement is hereby amended by
         inserting the following definitions in their alphabetical order:

                  "Adjusted Consolidated EBITDA" shall mean Consolidated EBITDA
         except that clause (i) thereof shall be deemed to provide as follows:
         "(i) Consolidated EBIT determined without any deduction for a charge to
         earnings attributable to doubtful accounts."

                  "Adjusted Debt/EBITDA Ratio" shall mean the Debt/EBITDA Ratio
         except that clause (ii) thereof shall be deemed to provide as follows:
         "(ii) Adjusted Consolidated EBITDA."

                  "Adjusted Debt Service Coverage Ratio" shall mean the Debt
         Service Coverage Ratio except that the reference in clause (a) thereof
         to "Consolidated EBITDA" shall be deemed to be a reference to "Adjusted
         Consolidated EBITDA."


                                  Exhibit A-7
<PAGE>

                  "Amendment No. 9 Effective Date" shall mean January 31, 2002.

                  "Applicable Rate" shall have the meaning set forth in
         ss.2.8(a).

                  "Investment Grade Rating" shall mean a rating of at least (a)
         "BBB-" from S&P, (b) "Baa3" from Moody's or (c) "BBB-" from Fitch.

                  "Material Debt Document" shall have the meaning set forth in
         ss.5.25.

                  "Open Quarter" shall have the meaning set forth in ss.2.8(d).

                  "Rating Agency" shall mean any of (a) Standard & Poor's
         Corporation ("S&P"), (b) Moody's Investors Service ("Moody's") or (c)
         Duff & Phelps Credit Rating Co./Fitch Investors Service, L.P. ("Fitch")
         (including each of their respective successors and assigns).

ss.10    The definition of "Make-Whole Amount" in Section 8.1 of each Existing
         Note Agreement is hereby amended and restated in its entirety to read
         as follows:

                  "Make-Whole Amount" shall mean, with respect to any Note, an
         amount equal to the excess, if any, of the Discounted Value of the
         Called Principal of such Note over the sum of (i) such Called Principal
         plus (ii) interest accrued thereon as of (including interest due on)
         the Settlement Date with respect to such Called Principal. Solely with
         respect to the calculation of interest in clause (ii) of this
         definition of "Make-Whole Amount," interest shall accrue on the Notes
         for all dates at the rate set forth in ss.2.8(a)(i) only. The
         Make-Whole Amount shall in no event be less than zero."

ss.11    The definition of "1999 Credit Agreement" in Section 8.1 of each
         Existing Note Agreement is hereby amended and restated in its entirety
         to read as follows:

                  "1999 Credit Agreement" shall mean the $250,000,000 Amended
         and Restated Credit Agreement dated as of January 31, 2002 among the
         Company, Russell Europe, Wachovia Bank, N.A., as Administrative Agent,
         and the various other parties listed thereon, as amended from time to
         time (except as otherwise indicated herein)."

ss.12    Clause (b)(i) of the definition of "Overdue Rate" in Section 8.1 of
         each Existing Note Agreement is hereby amended and restated in its
         entirety to read as follows: "(i) 2% per annum plus the Applicable Rate
         then in effect or."


                                  Exhibit A-8
<PAGE>

ss.13    The definition of "Russell Europe" in Section 8.1 of each Existing Note
         Agreement is hereby amended and restated in its entirety to read as
         follows:

                  "Russell Europe" shall mean Russell Europe Limited, organized
         in the United Kingdom.

ss.14    The 1995 Senior Notes outstanding on the Amendment No. 9 Effective Date
         are hereby, without any further action required on the part of any
         other Person, deemed to be automatically amended to conform to and have
         the terms provided in Exhibit A-1 attached hereto (except that the
         principal amount and the payee of each Note shall remain unchanged).
         Any 1995 Senior Note issued on or after the Amendment No. 9 Effective
         Date shall be in the form of Exhibit A-1 attached hereto.

ss.15    The 1997 Senior Notes outstanding on the Amendment No. 9 Effective Date
         are hereby, without any further action required on the part of any
         other Person, deemed to be automatically amended to conform to and have
         the terms provided in Exhibit A-2 attached hereto (except that the
         principal amount and the payee of each Note shall remain unchanged).
         Any 1997 Senior Note issued on or after the Amendment No. 9 Effective
         Date shall be in the form of Exhibit A-2 attached hereto.


                                  Exhibit A-9
<PAGE>

                                 Schedule 2.8(b)

                           Adjusted Debt/EBITDA Ratio

<TABLE>
<CAPTION>

                  -------------------------------------------------------------------------
                         Fiscal Quarter Ending                        Ratio
                  -------------------------------------------------------------------------
                  <S>                                   <C>
                               2002 FQ2                               3.00x
                  -------------------------------------------------------------------------
                                  FQ3                                 3.00x
                  -------------------------------------------------------------------------
                                  FQ4                                 2.50x

                  -------------------------------------------------------------------------
                               2003 FQ1                               2.75x
                  -------------------------------------------------------------------------
                                  FQ2                                 3.00x
                  -------------------------------------------------------------------------
                                  FQ3                                 2.75x
                  -------------------------------------------------------------------------
                                  FQ4                                 2.50x

                  -------------------------------------------------------------------------
                               2004 FQ1                               2.75x
                  -------------------------------------------------------------------------
                                  FQ2                                 3.00x
                  -------------------------------------------------------------------------
                                  FQ3                                 2.75x
                  -------------------------------------------------------------------------
                                  FQ4                                 2.50x
                            and thereafter
                  -------------------------------------------------------------------------

</TABLE>


                                   Exhibit A-1
<PAGE>


                                   SCHEDULE 5

                  SCHEDULE OF COVENANTS AND RELATED DEFINITIONS

         Section  5. Company Covenants.

         5A.      Definitions. The terms as defined in this Section 5 shall, for
all purposes of this Agreement and any amendment hereto (except as herein
otherwise expressly provided or unless the context otherwise requires), have the
meanings set forth herein. Any capitalized terms used and not defined in this
Section 5 have the respective meanings ascribed thereto in the 1999 Credit
Agreement as in effect on the Amendment No. 9 Effective Date or in Section 8.1
of this Agreement.

                  "Administrative Agent" means Wachovia Bank, N.A., a national
         banking association organized under the laws of the United States of
         America, in its capacity as agent for the Banks, and its successors and
         permitted assigns in such capacity.

                  "Affiliate" of any relevant Person means (i) any Person that
         directly, or indirectly through one or more intermediaries, controls
         the relevant Person (a "Controlling Person"), (ii) any Person (other
         than the relevant Person or a Subsidiary of the relevant Person) which
         is controlled by or is under common control with a Controlling Person,
         or (iii) any Person (other than a Subsidiary of the relevant Person) of
         which the relevant Person owns, directly or indirectly, 20% or more of
         the common stock or equivalent equity interests. As used herein, the
         term "control" means possession, directly or indirectly, of the power
         to direct or cause the direction of the management or policies of a
         Person, whether through the ownership of voting securities, by contract
         or otherwise.

                  "Amendment No. 9" means the Amendment No. 9 dated as of
         January 31, 2002 between the Company and The Prudential Insurance
         Company of America.

                  "Bank" means each bank listed on the signature pages to the
         1999 Credit Agreement, and its successors and permitted assigns.

                  "Base Rate" means for any Base Rate Loan for any day, the rate
         per annum equal to the higher as of such day of (i) the Prime Rate, or
         (ii) one-half of one percent above the Federal Funds Rate. For purposes
         of determining the Base Rate for any day, changes in the Prime Rate or
         the Federal Funds Rate shall be effective on the date of each such
         change.

                  "Base Rate Loan" means a Loan which bears or is to bear
         interest at a rate based upon the Base Rate, and is to be made as a
         Base Rate Loan


                                  Exhibit A-1
<PAGE>

         pursuant to the applicable Notice of Borrowing, Notice of Continuation
         or Conversion, or pursuant to section 2.02(f), or Article VIII, of the
         1999 Credit Agreement, as applicable.

                  "Borrowing" means a borrowing hereunder consisting of Loans
         made to the Company (i) at the same time by all of the Banks, in the
         case of a Syndicated Borrowing or (ii) by Wachovia, for Swing Loans. A
         Borrowing is a "Syndicated Borrowing" if such Loans are made pursuant
         to section 2.01(a) of the 1999 Credit Agreement or a "Swing Loan
         Borrowing" if such Loan is made pursuant to section 2.01(b) of the 1999
         Credit Agreement. A Borrowing is a "Euro-Dollar Borrowing" if such
         Loans are Euro-Dollar Loans, or a "Base Rate Borrowing" if such Loans
         are Base Rate Loans, or a "Transaction Rate Borrowing" if such Loans
         are Transaction Rate Loans. A Borrowing is a "Dollar Borrowing" if such
         Loans are Base Rate Loans or Euro-Dollar Loans. A Borrowing is a
         "Foreign Currency Borrowing" if such Loans are Foreign Currency Loans.

                  "Capital Expenditures", for any period, with respect to any
         Person, the aggregate of all expenditures by such Person for the
         acquisition or leasing (pursuant to a capital or synthetic lease) of
         fixed or capital assets or additions to equipment (including
         replacements, capitalized repairs and improvements during such period
         and including incremental increases to existing capital leases and
         synthetic leases during such period) which are required to be
         capitalized under GAAP on a balance sheet of such Person.

                  "Capital Stock" means any and all shares, interests,
         participations or other equivalents (however designated) of capital
         stock of a corporation, any and all equivalent ownership interests in a
         Person (other than a corporation), and any and all warrants, rights or
         options to purchase any of the foregoing.

                  "CERCLA" means the Comprehensive Environmental Response
         Compensation and Liability Act, 42 U.S.C.ss. 9601 et. seq. and its
         implementing regulations and amendments.

                  "CERCLIS" means the Comprehensive Environmental Response
         Compensation and Liability Inventory System established pursuant to
         CERCLA.

                  "Chase" means JPMorgan Chase Bank (successor to The Chase
         Manhattan Bank).

                  "Code" means the Internal Revenue Code of 1986, as amended, or
         any successor Federal tax code.


                                  Exhibit A-2
<PAGE>

                  "Collateral Agent" means Wachovia Bank, N.A., in its capacity
         as collateral agent under the Intercreditor Agreement and the other
         Security Documents, together with its successors in such capacity.

                  "Collateral Agent Fee Letter" means the Letter Agreement,
         dated as of December 14, 2001, between the Company and the Collateral
         Agent.

                  "Commitment" means, with respect to each Bank, (i) the amount
         set forth opposite the name of such Bank on the signature pages hereof,
         and (ii) as to any Bank which enters into any Assignment and Acceptance
         (whether as transferor Bank or as Assignee thereunder), the amount of
         such Bank's Commitment after giving effect to such Assignment and
         Acceptance, in each case as such amount may be reduced from time to
         time pursuant to sections 2.09 and 2.10 of the 1999 Credit Agreement.

                  "Company" means (i) Russell Corporation, an Alabama (or, if
         subsequently applicable, a Delaware) corporation, and its successors
         and its permitted assigns and, (ii) only in connection with Foreign
         Currency Borrowings and Foreign Currency Loans, means either or both,
         as the context shall require, of the Company and Russell Europe, it
         being understood and agreed that either the Company or Russell Europe,
         or both of them (as to different Foreign Currency Borrowings), may
         borrow Foreign Currency Loans within the limits set forth in section
         2.01(a) of the 1999 Credit Agreement, but Russell Europe shall have
         liability only for Foreign Currency Loans borrowed by it, and shall
         have no liability on any Foreign Currency Loans, Syndicated Dollar
         Loans or Swing Loans made to the Company.

                  "Compliance Certificate" has the meaning set forth in Section
         5.1(c).

                  "Consolidated EBIT" means at any time the sum of the
         following, determined on a consolidated basis for the Company and its
         Consolidated Subsidiaries, at the end of each Fiscal Quarter, for the
         Fiscal Quarter just ended and the 3 immediately preceding Fiscal
         Quarters: (i) Consolidated Net Income; plus (ii) Consolidated Interest
         Expense; plus (iii) taxes on income; plus (iv) all Restructuring
         Charges.

                  "Consolidated EBITDA" means at any time the sum of the
         following, determined on a consolidated basis for the Company and its
         Consolidated Subsidiaries, at the end of each Fiscal Quarter, for the
         Fiscal Quarter just ended and the 3 immediately preceding Fiscal
         Quarters (and with respect to any acquisition which is made during such
         four Fiscal Quarter Period, the Consolidated Subsidiary acquired in
         such acquisition shall be included as if it had been a Consolidated
         Subsidiary prior to the commencement of such four


                                  Exhibit A-3
<PAGE>

         Fiscal Quarter Period): (i) Consolidated EBIT; plus (ii) depreciation;
         plus (iii) amortization; plus (iv) other non-cash charges without
         duplication of Restructuring Charges, minus (v) all cash payments
         during such period relating to non-cash charges which were added back
         in the determination of Consolidated EBITDA in any prior period.

                  "Consolidated Fixed Charges" means, for any period, the sum
         (without duplication) of (a) Consolidated Interest Expense for such
         period, (b) provision for cash income and franchise taxes made by the
         Company or any of its Subsidiaries on a consolidated basis in respect
         of such period, (c) scheduled payments made during such period on
         account of principal of Debt of the Company or any of its Subsidiaries
         and (d) Restricted Payments paid by the Company or any Consolidated
         Subsidiary in cash during such period in respect of Capital Stock of
         the Company other than Restricted Payments paid by a Consolidated
         Subsidiary to the Company or another Consolidated Subsidiary.

                  "Consolidated Interest Expense" for any period means interest,
         whether expensed or capitalized (but in the case of capitalization,
         limited to the portion of capitalized interest allocable to such
         period), in respect of Debt of the Company or any of its Consolidated
         Subsidiaries outstanding during such period determined on a
         consolidated basis in accordance with GAAP (provided that if any
         Consolidated Subsidiary was acquired during such period, Consolidated
         Interest Expense shall be adjusted to take into account the interest
         expense of such Consolidated Subsidiary assuming for such purposes that
         (a) such Consolidated Subsidiary was acquired prior to the commencement
         of such period and (b) that the Debt of such acquired Consolidated
         Subsidiary accrued interest as if such Debt was outstanding under the
         1999 Credit Agreement).

                  "Consolidated Net Income" means, for any period, the Net
         Income of the Company and its Consolidated Subsidiaries determined on a
         consolidated basis, but excluding (i) extraordinary items and (ii) any
         equity interests of the Company or any Consolidated Subsidiary in the
         unremitted earnings or losses of any Person that is not a Consolidated
         Subsidiary during such period.

                  "Consolidated Net Worth" means, at any time, the shareholders'
         equity of the Company and its Consolidated Subsidiaries, as set forth
         or reflected on the most recent consolidated balance sheet of the
         Company and its Consolidated Subsidiaries prepared in accordance with
         GAAP, but excluding any Redeemable Preferred Stock of the Company or
         any of its Consolidated Subsidiaries. Shareholders' equity generally
         would include, but not be limited to (i) the par or stated value of all
         outstanding Capital Stock, (ii) capital surplus, and (iii) retained
         earnings, and there would be deducted in


                                  Exhibit A-4
<PAGE>

         the determination thereof, among other things, various deductions such
         as (A) purchases of treasury stock, (B) valuation allowances, (C)
         receivables due from an employee stock ownership plan, (D) employee
         stock ownership plan debt guarantees, and (E) translation adjustments
         for foreign currency transactions.

                  "Consolidated Subsidiary" means at any date any Subsidiary or
         other entity the accounts of which, in accordance with GAAP, would be
         consolidated with those of the Company in its consolidated financial
         statements as of such date.

                  "Consolidated Total Debt" means, at any date, without
         duplication, the sum of (a) all Debt of the Company and its
         Consolidated Subsidiaries at such date which would, in conformity with
         GAAP, be included on the consolidated balance sheet of the Company and
         its Consolidated Subsidiaries, plus, without duplication, all Debt of
         Elcatex Guaranteed by the Company or any of its Consolidated
         Subsidiaries.

                  "Controlled Group" means all members of a controlled group of
         corporations and all trades or businesses (whether or not incorporated)
         under common control which, together with the Company, are treated as a
         single employer under section 414 of the Code.

                  "Debt" of any Person means at any date, without duplication,
         (i) all obligations of such Person for borrowed money (including,
         without limitation the principal balance outstanding under any
         synthetic lease, tax retention operating lease, off-balance sheet loan
         or similar off-balance financing product where such transaction is
         considered borrowed money indebtedness for tax purposes but is
         classified as an operating lease in accordance with GAAP), (ii) all
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments, (iii) all obligations of such Person to pay
         the deferred purchase price of property or services, except trade
         accounts payable arising in the ordinary course of business, (iv) all
         obligations of such Person as lessee under capital leases, (v) all
         obligations of such Person to reimburse any bank or other Person in
         respect of amounts payable under a banker's acceptance, (vi) all
         Redeemable Preferred Stock of such Person (in the event such Person is
         a corporation), (vii) all obligations of such Person to reimburse any
         bank or other Person in respect of amounts paid or to be paid under a
         letter of credit or similar instrument (whether drawn or undrawn),
         (viii) all Debt of others secured by a Lien on any asset of such
         Person, whether or not such Debt is assumed by such Person, (ix) all
         net obligations of such Person with respect to interest rate protection
         agreements, foreign currency exchange agreements or other hedging
         arrangements (valued as the termination value thereof computed in
         accordance with a method approved


                                  Exhibit A-5
<PAGE>

         by the International Swap Dealers Association and agreed to by such
         Person in the applicable hedging agreement, if any) and (x) all Debt of
         others Guaranteed by such Person (including, without limitation, the
         Debt of any partnership or unincorporated joint venture in which such
         Person is a general partner or a joint venturer, other than
         non-recourse Debt of such partnership or unincorporated joint venture).

                  "Debt/EBITDA Ratio" means at any time the ratio of (i)
         Consolidated Total Debt to (ii) Consolidated EBITDA.

                  "Debt Service Coverage Ratio" for any period of four
         consecutive Fiscal Quarters, the ratio of (a) Consolidated EBITDA for
         such period to (b) the sum of (i) Consolidated Interest Expense for
         such period and (ii) the aggregate amount of payments on account of
         principal of Debt of the Company or any of its Subsidiaries scheduled
         to be made during the four consecutive Fiscal Quarters immediately
         succeeding such period.

                  "Default" means any condition or event which constitutes an
         Event of Default or which with the giving of notice or lapse of time or
         both would, unless cured or waived, become an Event of Default.

                  "Disposition", with respect to any property, means any sale,
         lease, sale and leaseback, assignment, conveyance, transfer or other
         disposition thereof. The terms "Dispose" and "Disposed of" shall have
         correlative meanings.

                  "Dollars" or "$" means dollars in lawful currency of the
         United States of America.

                  "Dollar Equivalent" means the Dollar equivalent of the amount
         of a Foreign Currency Loan, determined by the Administrative Agent on
         the basis of its spot rate for the purchase of the appropriate Foreign
         Currency with Dollars.

                  "Domestic Business Day" means any day except a Saturday,
         Sunday or other day on which commercial Banks in Georgia are authorized
         by law to close.

                  "Elcatex" means Elasticos Centroamericanos Textiles, S.A. de
         C.V.

                  "Environmental Authority" means any foreign, federal, state,
         local or regional government that exercises any form of jurisdiction or
         authority under any Environmental Requirement.

                  "Environmental Authorizations" means all licenses, permits,
         orders, approvals, notices, registrations or other legal prerequisites
         for conducting


                                  Exhibit A-6
<PAGE>

         the business of the Company or any Subsidiary required by any
         Environmental Requirement.

                  "Environmental Judgments and Orders" means all judgments,
         decrees or orders arising from any Environmental Requirements, whether
         or not entered upon consent, or written agreements with an
         Environmental Authority or other entity arising from or in any way
         associated with any Environmental Requirement, whether or not
         incorporated in a judgment, decree or order.

                  "Environmental Liabilities" means any liabilities, whether
         accrued, contingent or otherwise, arising from and in any way
         associated with any Environmental Requirements.

                  "Environmental Notices" means notice from any Environmental
         Authority or by any other person or entity, of possible or alleged
         noncompliance with or liability under any Environmental Requirement,
         including without limitation any complaints, citations, demands or
         requests from any Environmental Authority or from any other person or
         entity for correction of any violation of any Environmental Requirement
         or any investigations concerning any violation of any Environmental
         Requirement.

                  "Environmental Proceedings" means any judicial or
         administrative proceedings arising from or in any way associated with
         any Environmental Requirement.

                  "Environmental Releases" means releases as defined in CERCLA
         or under any applicable state or local environmental law or regulation.

                  "Environmental Requirements" means any legal requirement
         relating to health, safety or the environment and applicable to the
         Company, any Subsidiary or the Properties under CERCLA or similar state
         legislation and all federal, state and local laws, ordinances,
         regulations, orders, writs, decrees and common law.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, or any successor law. Any reference
         to any provision of ERISA shall also be deemed to be a reference to any
         successor provision or provisions thereof.

                  "Euro-Dollar Loan" means a Loan which bears or is to bear
         interest at a rate based upon the Adjusted London Interbank Offered
         Rate, and to be made as a Euro-Dollar Loan pursuant to the applicable
         Notice of Borrowing or Notice of Continuation or Conversion.


                                  Exhibit A-7
<PAGE>

                  "Event of Default" has the meaning set forth in Section 6.1 of
         this Agreement.

                  "Federal Funds Rate" means, for any day, the rate per annum
         (rounded upward, if necessary, to the next higher 1/100th of 1%) equal
         to the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank of New York on the Domestic Business Day next succeeding such day,
         provided that (i) if the day for which such rate is to be determined is
         not a Domestic Business Day, the Federal Funds Rate for such day shall
         be such rate on such transactions on the next preceding Domestic
         Business Day as so published on the next succeeding Domestic Business
         Day, and (ii) if such rate is not so published for any day, the Federal
         Funds Rate for such day shall be the average rate charged to the
         Administrative Agent on such day on such transactions, as reasonably
         determined by the Administrative Agent.

                  "Financing Documents" means this Agreement, the Notes, the
         Security Documents, any other document evidencing, relating to or
         securing the Notes delivered by or on behalf of the Company, and any
         other document or instrument delivered by or on behalf of the Company
         from time to time in connection with this Agreement, the Security
         Documents or the Notes, as such documents and instruments may be
         amended or supplemented from time to time.

                  "Fiscal Quarter" means any fiscal quarter of the Company.

                  "Fiscal Year" means any fiscal year of the Company.

                  "Fixed Charge Coverage Ratio" means, for any period, the ratio
         of (a) Consolidated EBITDA for such period less the aggregate amount
         actually paid by the Company and its Consolidated Subsidiaries during
         such period on account of Capital Expenditures to (b) Consolidated
         Fixed Charges for such period.

                  "Fixed Rate Loans" means Euro-Dollar Loans, Foreign Currency
         Loans or Transaction Rate Loans, or any one, or more, or all of them,
         as the context shall require.

                  "Foreign Currency Borrowing" has the meaning set forth in the
         definition of "Borrowing."

                  "Foreign Currency Loan" means a Loan to be made as a Foreign
         Currency Loan pursuant to the applicable Notice of Borrowing, and such


                                  Exhibit A-8
<PAGE>

         term shall include, individually and collectively, as the context shall
         require, such Loans to the Company and to Russell Europe.

                  "Foreign Currency Loan Notes" means promissory notes of the
         Company, substantially in the form of Exhibit A-4 to the 1999 Credit
         Agreement, as to the Company, and Exhibit A-5 to the 1999 Credit
         Agreement, as to Russell Europe, evidencing the obligation of the
         Company to repay the Foreign Currency Loans, together with all
         amendments, consolidations, modifications, renewals and supplements
         thereto.

                  "FQ1," "FQ2," "FQ3," and "FQ4": when used with a numerical
         year designation, means the first, second, third or fourth Fiscal
         Quarters, respectively, of such Fiscal Year of the Company (e.g., FQ2
         2001 means the second fiscal quarter of the Company's 2001 Fiscal Year,
         which Fiscal Quarter ends July 1, 2001).

                  "GAAP" means generally accepted accounting principles applied
         on a basis consistent with those which, in accordance with Section 5.2,
         are to be used in making the calculations for purposes of determining
         compliance with the terms of this Agreement.

                  "Guarantee" by any Person means any obligation, contingent or
         otherwise, of such Person directly or indirectly guaranteeing any Debt
         or other obligation of any other Person and, without limiting the
         generality of the foregoing, any obligation, direct or indirect,
         contingent or otherwise, of such Person (i) to secure, purchase or pay,
         or advance or supply funds for the purchase or payment of, such Debt or
         other obligation, whether arising by virtue of partnership arrangements
         (including, without limitation, arising solely by virtue of the status
         of being a general partner in a partnership or participating as a joint
         venturer in a joint venture), by agreement to keep-well, to purchase
         assets, goods, securities or services, to provide collateral security,
         to take-or-pay, or to maintain financial statement conditions or
         otherwise, or (ii) entered into for the purpose of assuring in any
         other manner the obligee of such Debt or other obligation of the
         payment thereof or to protect such obligee against loss in respect
         thereof (in whole or in part), provided that the term Guarantee shall
         not include endorsements for collection or deposit in the ordinary
         course of business. The term "Guarantee" used as a verb has a
         corresponding meaning.

                  "Guarantee and Collateral Agreement" means the Guarantee and
         Collateral Agreement made by the Company and certain of its
         Subsidiaries in favor of Collateral Agent, dated as of December 14,
         2001.


                                  Exhibit A-9
<PAGE>

                  "Guaranty" means the Guaranty Agreement, dated as of October
         15, 1999, attached as Exhibit L to the 1999 Credit Agreement, executed
         by the Company, unconditionally Guaranteeing payment of the Foreign
         Currency Loans made to and the Foreign Currency Loan Note made by
         Russell Europe.

                  "Hazardous Materials" includes, without limitation, (a) solid
         or hazardous waste, as defined in the Resource Conservation and
         Recovery Act of 1980, 42 U.S.C. ss. 6901 et seq. and its implementing
         regulations and amendments, or in any applicable state or local law or
         regulation, (b) "hazardous substance", "pollutant", or "contaminant" as
         defined in CERCLA, or in any applicable state or local law or
         regulation, (c) gasoline, or any other petroleum product or by-product,
         including, crude oil or any fraction thereof, (d) toxic substances, as
         defined in the Toxic Substances Control Act of 1976, or in any
         applicable state or local law or regulation and (e) insecticides,
         fungicides, or rodenticides, as defined in the Federal Insecticide,
         Fungicide, and Rodenticide Act of 1975, or in any applicable state or
         local law or regulation, as each such Act, statute or regulation may be
         amended from time to time.

                  "High-Yield Notes" shall have the meaning set forth in section
         5.17(n).

                  "Intercompany Receivables Agreements" shall mean,
         collectively, (i) the Amended and Restated Receivables Purchase and
         Sale Agreement dated as of August 3, 2001 by and between Russell
         Financial and the Company, (ii) the Amended and Restated Receivables
         Purchase and Sale Agreement dated as of August 3, 2001 by and between
         Russell Financial and Desoto Mills, Inc. and (iii) the Amended and
         Restated Receivables Purchase and Sale Agreement dated as of August 3,
         2001 by and between Russell Financial and Cross Creek Apparel, LLC, in
         each case as originally executed or as such agreement may be from time
         to time supplemented, amended, renewed or extended.

                  "Intercreditor Agreement" means the Intercreditor and Agency
         Agreement among Collateral Agent and Secured Parties, dated as of
         December 14, 2001.

                  "Investment" means any investment in any Person, whether by
         means of (i) purchase or acquisition of all or substantially all of the
         assets of such Person (or of a division or line of business of such
         Person), including, without limitation, any Permitted Acquisition, (ii)
         purchase or acquisition of obligations or securities of such Person,
         including, without limitation, any Permitted Acquisition, (iii) capital
         contribution to such Person, (iv) loan or advance to such Person, (v)
         making of a time deposit with such Person, (vi) Guarantee or assumption
         of any obligation of such Person or (vii) by any other means, but
         excluding (A) trade advances in the ordinary course of the


                                  Exhibit A-10
<PAGE>

         Company's business in accordance with historical practices existing on
         October 15, 1999 and (B) special extensions or renewals of credit made
         in accordance with the Company's credit policies to customers in
         troubled financial condition in order to maximize the Company's
         anticipated recovery or to protect a strategic source of supply or
         market.

                  "Issuing Bank" means First Union National Bank, in its
         capacity as issuer of any Letter of Credit.

                  "L/C Obligations" means, at any time, an amount equal to the
         sum of (a) the aggregate then undrawn and unexpired amount of the then
         outstanding Letters of Credit and (b) the aggregate amount of drawings
         under Letters of Credit that have not then been reimbursed pursuant to
         section 2.15(e) of the 1999 Credit Agreement.

                  "Letters of Credit" means the letters of credit issued
         pursuant to section 2.15 of the 1999 Credit Agreement.

                  "Lien" means, with respect to any asset, any mortgage, deed to
         secure debt, deed of trust, lien, pledge, charge, security interest,
         security title, preferential arrangement which has the practical effect
         of constituting a security interest or encumbrance, or encumbrance or
         servitude of any kind in respect of such asset to secure or assure
         payment of a Debt or a Guarantee, whether by consensual agreement or by
         operation of statute or other law, or by any agreement, contingent or
         otherwise, to provide any of the foregoing. For the purposes of this
         Agreement, the Company or any Subsidiary shall be deemed to own subject
         to a Lien any asset which it has acquired or holds subject to the
         interest of a vendor or lessor under any conditional sale agreement,
         capital lease, synthetic lease or other title retention agreement
         relating to such asset.

                  "Loan" means a Base Rate Loan, Euro-Dollar Loan, Syndicated
         Dollar Loan, Foreign Currency Loan, Swing Loan or Transaction Rate
         Loan, and "Loans" means Base Rate Loans, Euro-Dollar Loans, Syndicated
         Dollar Loans, Foreign Currency Loans, Swing Loans, Transaction Rate
         Loans, or any or all of them, as the context shall require.

                  "Margin Stock" means "margin stock" as defined in Regulations
         T, U or X.

                  "Material Adverse Effect" means, with respect to any event,
         act, condition, occurrence, cost or expenses of whatever nature
         (including any adverse determination in any litigation, arbitration, or
         governmental investigation or proceeding, but not including any event,
         act, condition, occurrence, cost or expense arising out of or relating
         to (i) the case styled


                                  Exhibit A-11
<PAGE>

         Locke, et al. v. Russell Corporation, et al. or (ii) the Restructuring
         Program or the Restructuring Charges), whether singly or in conjunction
         with any other event or events, act or acts, condition or conditions,
         occurrence, occurrences, costs or expenses, whether or not related,
         that causes a material adverse change in, or a material adverse effect
         upon, any of (a) the financial condition, operations, business,
         properties or prospects of the Company and its Consolidated
         Subsidiaries taken as a whole, (b) the rights and remedies of the
         holders of Notes or the Collateral Agent against the Company under any
         of the Financing Documents, or the ability of the Company to perform
         its obligations under the Financing Documents to which it is a party,
         as applicable, or (c) the legality, validity or enforceability of any
         Financing Document against the Company.

                  "Moody's" means Moody's Investors Service.

                  "Mortgage" means a mortgage, deed of trust, deed to secure
         debt, or other agreement executed by the Company or any of its
         Subsidiaries to grant and convey to the Collateral Agent a Lien upon
         any real property of the Company or any of its Subsidiaries.

                  "Multiemployer Plan" shall have the meaning set forth in
         section 4001(a)(3) of ERISA.

                  "Net Income" means, as applied to any Person for any period,
         the aggregate amount of net income of such Person, after taxes, for
         such period, as determined in accordance with GAAP.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
         entity succeeding to any or all of its functions under ERISA.

                  "Permitted Acquisition" means an acquisition of greater than
         50% of the outstanding voting Capital Stock of a Person (or all or
         substantially all of the assets of a Person or a division or line of
         business of a Person) so long as: (i) the consideration paid by the
         Company or Subsidiary is capital stock of the Company; (ii) the
         proposed acquisition does not reduce Consolidated EBITDA during the
         period of four Fiscal Quarters preceding the effective date of such
         acquisition, determined as if such acquisition had been consummated
         prior to the commencement of such period and using the actual results
         of operations of such Person for such period; (iii) the acquisition
         does not require a cash investment by the Company to support working
         capital or increased projected Capital Expenditures and (iv) after
         giving effect to such acquisition, the Company is in compliance with
         the covenants set forth in Sections 5.20, 5.21 and 5.22 herein on a pro
         forma basis.


                                  Exhibit A-12
<PAGE>

                  "Permitted Sale Leasebacks" shall have the meaning set forth
         in Section 5.5(b).

                  "Person" means an individual, a corporation, a partnership, a
         limited liability company, an unincorporated association, a trust or
         any other entity or organization, including, but not limited to, a
         government or political subdivision or an agency or instrumentality
         thereof.

                  "Plan" means at any time an employee pension benefit plan
         which is covered by Title IV of ERISA or subject to the minimum funding
         standards under section 412 of the Code and is either (i) maintained by
         a member of the Controlled Group for employees of any member of the
         Controlled Group or (ii) maintained pursuant to a collective bargaining
         agreement or any other arrangement under which more than one employer
         makes contributions and to which a member of the Controlled Group is
         then making or accruing an obligation to make contributions or has
         within the preceding 5 plan years made contributions.

                  "Prime Rate" refers to that interest rate so denominated, set
         and published by Wachovia from time to time as an interest rate basis
         for borrowings. The Prime Rate is but one of several interest rate
         bases used by Wachovia. Wachovia lends at interest rates above and
         below the Prime Rate.

                  "Properties" means all real property owned, leased or
         otherwise used or occupied by the Company or any Subsidiary, wherever
         located.

                  "Receivables" means all rights of the Company or its
         Subsidiaries to payment, whether constituting an account, chattel
         paper, instrument, general intangible or otherwise, arising from the
         sale of goods or services (including rights under bill and hold
         arrangements) by the Company or its Subsidiaries (and including the
         right to payment of any interest or finance charges and other
         obligations with respect thereto) and the books and documents related
         thereto.

                  "Receivables Purchase Agreement" means (i) the Accounts
         Receivable Purchase Agreement dated as of January 31, 2002 by and among
         Russell Financial, the Company and SunTrust Bank or (ii) any agreement
         substantially identical to such Accounts Receivable Purchase Agreement,
         but pursuant to which the Company and its relevant Subsidiaries factor
         Receivables directly without first transferring them to Russell
         Financial, together in each case with any bill of sale delivered in
         connection therewith, in each case, as such agreements may be amended,
         restated, modified or otherwise supplemented with the prior written
         consent of the Required Holders (such consent not to be unreasonably
         withheld or delayed).


                                  Exhibit A-13
<PAGE>

                  "Receivables Purchase Documents" means, collectively, the
         Receivables Purchase Agreement, the Intercompany Receivables Purchase
         Agreement and any and all other documents executed or delivered in
         connection with or pursuant to the Receivables Purchase Agreement.

                  "Redeemable Preferred Stock" of any Person means any preferred
         stock issued by such Person which is at any time prior to the maturity
         date stated in the first paragraph of the Note either (i) mandatorily
         redeemable (by sinking fund or similar payments or otherwise) or (ii)
         redeemable at the option of the holder thereof.

                  "Reported Net Income" means, for any period, the Net Income of
         the Company and its Consolidated Subsidiaries determined on a
         consolidated basis.

                  "Required Holders" means at any time holders of Notes having
         at least 51% of the aggregate principal amount of the Notes.

                  "Requirement of Law" means, as to any Person, the Certificate
         of Incorporation and By-Laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Authority, in each
         case applicable to or binding upon such Person or any of its property
         or to which such Person or any of its property is subject.

                  "Restricted Payment" means (i) any dividend or other
         distribution on any shares of the Company's or any Subsidiary's Capital
         Stock (except dividends payable in shares of its Capital Stock) or (ii)
         any payment on account of the purchase, redemption, retirement or
         acquisition by the Company or any of its Subsidiaries of (a) any shares
         of the Company's or such Subsidiary's Capital Stock (except shares
         acquired upon the conversion thereof into other shares of such Capital
         Stock) or (b) any option, warrant or other right to acquire shares of
         the Company's or such Subsidiary's Capital Stock.

                  "Restrictive Agreement" means an agreement (other than any of
         the Financing Documents) that, if and for so long as the Company or any
         Subsidiary is a party thereto, would prohibit, condition or restrict
         the Company's or such Subsidiary's right to incur or repay Debt
         (including any of the Loans); grant Liens upon any of the Company's or
         such Subsidiary's Properties or other assets, whether real or personal;
         declare or make Restricted Payments; amend, modify, extend or renew any
         agreement evidencing Debt (including any of the Financing Documents);
         or repay any


                                  Exhibit A-14
<PAGE>

         Debt owed by the Company to any Subsidiary or by any Subsidiary to the
         Company or another Subsidiary.

                  "Restructuring Charges" means any and all restructuring,
         relocation and other unusual charges incurred in connection with the
         Restructuring Program in Fiscal Years 1998 through 2001, not exceeding
         $357,000,000 on a pre-tax basis or $233,000,000 on an after-tax basis.

                  "Restructuring Program" means the restructuring program and
         related plans, including the establishment of a dual corporate
         headquarters, publicly announced by the Company on July 22, 1998, as
         amended, modified, extended or expanded through the Amendment No. 9
         Effective Date.

                  "Revolving Extensions of Credit" as to any Bank at any time,
         an amount equal to the sum of (a) the aggregate principal amount of all
         Syndicated Dollar Loans and the Dollar Equivalent of the Foreign
         Currency Loans held by such Bank then outstanding, (b) such Bank's
         Revolving Percentage of the L/C Obligations then outstanding and (c)
         such Bank's Revolving Percentage of the aggregate principal amount of
         Swing Loans then outstanding.

                  "Revolving Percentage" as to any Bank at any time, the
         percentage which such Bank's Commitment then constitutes of the Total
         Commitments or, at any time after the Commitments shall have expired or
         terminated, the percentage which the aggregate principal amount of such
         Bank's Syndicated Dollar Loans and Foreign Currency Loans then
         outstanding constitutes of the aggregate principal amount of the
         Syndicated Dollar Loans and Foreign Currency Loans then outstanding,
         provided, that, in the event that the Syndicated Dollar Loans and
         Foreign Currency Loans are paid in full prior to the reduction to zero
         of the Total Revolving Extensions of Credit, the Revolving Percentages
         shall be determined in a manner designed to ensure that the other
         outstanding Revolving Extensions of Credit shall be held by the Banks
         on a comparable basis.

                  "Russell Financial" means Russell Financial Services, Inc., a
         Delaware corporation.

                  "S&P" means Standard & Poor's, a division of The McGraw-Hill
         Companies.

                  "Secured Debt" has the meaning given to such term in the
         Intercreditor Agreement.

                  "Secured Parties" has the meaning given to such term in the
         Intercreditor Agreement.


                                  Exhibit A-15
<PAGE>

                  "Security Documents" means the Intercreditor Agreement,
         Guarantee and Collateral Agreement, the Collateral Agent Fee Letter and
         all other security agreements, Mortgages, collateral assignments, and
         other agreements securing, with the lien granted in favor of Collateral
         Agent, all of the Secured Debt for the benefit of the Secured Parties.

                  "Subsidiary" means any corporation or other entity of which
         securities or other ownership interests having ordinary voting power to
         elect a majority of the board of directors or other persons performing
         similar functions are at the time directly or indirectly owned by the
         Company.

                  "Subsidiary Guarantor" means each Subsidiary of the Company
         that is party to the Guarantee and Collateral Agreement.

                  "Swing Loan" means a Loan made by Wachovia pursuant to section
         2.01(b) of the 1999 Credit Agreement, which must be a Base Rate Loan or
         a Transaction Rate Loan.

                  "Swing Loan Note" means the promissory note of the Company,
         substantially in the form of Exhibit A-2 to the 1999 Credit Agreement,
         evidencing the obligation of the Company to repay the Swing Loans,
         together with all amendments, consolidations, modifications, renewals,
         and supplements thereto.

                  "Syndicated Dollar Loan Notes" means the promissory notes of
         the Company, substantially in the form of Exhibit A-1 to the 1999
         Credit Agreement, evidencing the obligation of the Company to repay the
         Syndicated Dollar Loans, together with all amendments, consolidations,
         modifications, renewals and supplements thereto.

                  "Syndicated Dollar Loans" means Base Rate Loans or Euro-Dollar
         Loans made pursuant to the terms and conditions set forth in section
         2.01 of the 1999 Credit Agreement.

                  "Syndicated Loans" means Syndicated Dollar Loans and Foreign
         Currency Loans.

                  "Taxes" has the meaning set forth in section 2.13(d) of the
         1999 Credit Agreement.

                  "Total Commitments" at any time, the aggregate amount of the
         Commitments then in effect.


                                  Exhibit A-16
<PAGE>

                  "Total Revolving Extensions of Credit" at any time, the
         aggregate amount of the Revolving Extensions of Credit of the Banks
         outstanding at such time.

                  "Transaction Rate Loan" means a Swing Loan to be made as a
         Transaction Rate Loan pursuant to section 2.01(b) of the 1999 Credit
         Agreement.

                  "Unfunded Vested Liabilities" means, with respect to any Plan
         at any time, the amount (if any) by which (i) the present value of all
         vested nonforfeitable benefits under such Plan exceeds (ii) the fair
         market value of all Plan assets allocable to such benefits, all
         determined as of the then most recent valuation date for such Plan, but
         only to the extent that such excess represents a potential liability of
         a member of the Controlled Group to the PBGC or the Plan under Title IV
         of ERISA.

                  "Wachovia" means Wachovia Bank, N.A., a national banking
         association, and its successors.

                  "Wholly Owned Subsidiary" means any Subsidiary all of the
         shares of capital stock or other ownership interests of which (except
         directors' qualifying shares) are at the time directly or indirectly
         owned by the Company.

                  5B.      Covenants. The Company agrees that, so long as any
amount remains unpaid on any Note:

                  SECTION 5.1. INFORMATION. The Company will deliver to each of
the holders of Notes:

                  (a)      as soon as available and in any event within 90 days
after the end of each Fiscal Year, a consolidated balance sheet of the Company
and its Consolidated Subsidiaries as of the end of such Fiscal Year and the
related consolidated statements of income, shareholders' equity and cash flows
for such Fiscal Year, setting forth in each case in comparative form the figures
for the previous Fiscal Year, all certified by Ernst & Young LLP or other
independent public accountants of nationally recognized standing, with such
certification to be free of exceptions and qualifications not acceptable to the
Required Holders;

                  (b)      as soon as available and in any event within 45 days
after the end of each of the first 3 Fiscal Quarters of each Fiscal Year,
commencing with the Fiscal Year beginning on December 31, 2001, a consolidated
balance sheet of the Company and its Consolidated Subsidiaries as of the end of
such Fiscal Quarter and the related statement of income and statement of cash
flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at
the end of such Fiscal Quarter,


                                  Exhibit A-17
<PAGE>

setting forth in each case in comparative form the figures for the corresponding
Fiscal Quarter and the corresponding portion of the previous Fiscal Year, all
certified (subject to normal year-end adjustments) as to fairness of
presentation, GAAP and consistency by the chief financial officer or the chief
accounting officer of the Company;

                  (c)      simultaneously with the delivery of each set of
financial statements referred to in paragraphs (a) and (b) above, a certificate,
substantially in the form of Exhibit F to the 1999 Credit Agreement (as in
effect on the date hereof) (a "COMPLIANCE CERTIFICATE"), of the chief financial
officer or the chief accounting officer of the Company (i) setting forth in
reasonable detail the calculations required to establish whether the Company was
in compliance with the requirements of Sections 5.5, 5.15, 5.16, 5.17, and 5.20
through 5.23, inclusive, on the date of such financial statements and (ii)
stating whether any Default exists on the date of such certificate and, if any
Default then exists, setting forth the details thereof and the action which the
Company is taking or proposes to take with respect thereto;

                  (d)      simultaneously with the delivery of each set of
annual financial statements referred to in paragraph (a) above, a statement of
the firm of independent public accountants which reported on such statements to
the effect that nothing has come to their attention to cause them to believe
that any Default existed on the date of such financial statements;

                  (e)      (i) as soon as available, and in any event no later
than 45 days after the end of each Fiscal Year, the Company's "Annual Business
Plan" for the current Fiscal Year and for the next three Fiscal Years, each
prepared in a manner consistent with past practice and those previously provided
to the holders of Notes and (ii) as soon as available, and in any event no later
than 45 days after the end of each Fiscal Quarter, a quarterly update of the
"Annual Business Plan" for the current Fiscal Year, which, in each case (A)
shall be prepared in a manner consistent with past practice and in a form
consistent with that previously provided to the holders of Notes and (B)
accompanied by a certificate of the chief financial officer or chief accounting
officer of the Company stating that such plan is based on reasonable estimates,
information and assumptions and that such officer has no reason to believe that
such plan is incorrect or misleading in any material respect;

                  (f)      simultaneously with the delivery of each set of
financial statements referred to in paragraph (b) above, an updated business
forecast, in form reasonably acceptable to the Required Holders (detailing
projected changes in financial position and projected income and a description
of the underlying assumptions applicable thereto) and accompanied by a
certificate of the chief financial officer or the chief accounting officer of
the Company stating that such business forecast is based on reasonable
estimates, information and assumptions


                                  Exhibit A-18
<PAGE>

and that such officer has no reason to believe that such business forecast is
incorrect or misleading in any material respect;


                  (g)      within 5 Domestic Business Days after the Company
becomes aware of the occurrence of any Default, a certificate of the chief
financial officer or the chief accounting officer of the Company setting forth
the details thereof and the action which the Company is taking or proposes to
take with respect thereto;

                  (h)      promptly upon the mailing thereof to the shareholders
of the Company generally, copies of all financial statements, reports and proxy
statements so mailed;

                  (i)      promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and annual, quarterly or monthly
reports which the Company shall have filed with the Securities and Exchange
Commission;

                  (j)      if and when any member of the Controlled Group (i)
gives or is required to give notice to the PBGC of any "reportable event" (as
defined in section 4043 of ERISA) with respect to any Plan which might
constitute grounds for a termination of such Plan under Title IV of ERISA, or
knows that the plan administrator of any Plan has given or is required to give
notice of any such reportable event, a copy of the notice of such reportable
event given or required to be given to the PBGC; (ii) receives notice of
complete or partial withdrawal liability under Title IV of ERISA, a copy of such
notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an
intent to terminate or appoint a trustee to administer any Plan, a copy of such
notice; and

                  (k)      from time to time such additional information
regarding the financial position or business of the Company and its Subsidiaries
as any holder of Notes may reasonably request.

                  SECTION 5.2. INSPECTION OF PROPERTY, BOOKS AND RECORDS. The
Company will (i) keep, and cause each Subsidiary to keep, proper books of record
and account in which full, true and correct entries in conformity with GAAP
shall be made of all dealings and transactions in relation to its business and
activities; and (ii) permit, and cause each Subsidiary to permit,
representatives of any holder of Notes at such holder's expense prior to the
occurrence of a Default and at the Company's expense during the existence of a
Default to visit and inspect any of their respective properties, to examine and
make abstracts from any of their respective books and records and to discuss
their respective affairs, finances and accounts with their respective officers,
employees and independent public accountants. The Company agrees to cooperate
and assist in such visits and


                                  Exhibit A-19
<PAGE>
 inspections, in each case upon reasonable notice and at such reasonable times
and as often as may reasonably be desired.

                  SECTION 5.3 MAINTENANCE OF EXISTENCE. The Company shall, and
shall cause each Subsidiary to, maintain its corporate existence (except that it
may become a Delaware corporation) and carry on its business in substantially
the same manner and in substantially the same fields as such business is now
carried on and maintained, except as permitted by Section 5.5.

                  SECTION 5.4 [RESERVED]

                  SECTION 5.5. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS (a)
         The Company shall not, nor shall it permit any Subsidiary to, enter
into any merger, consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or
substantially all of its property or business, except that (i) any Subsidiary
may be merged or consolidated with or into the Company (provided that the
Company shall be the continuing or surviving corporation) or with or into any
Subsidiary Guarantor other than Russell Europe (provided that the Subsidiary
Guarantor shall be the continuing or surviving corporation); (ii) any Subsidiary
may Dispose of any or all of its assets (x) to the Company or any Subsidiary
Guarantor other than Russell Europe (upon voluntary liquidation or otherwise) or
(y) pursuant to a Disposition permitted by paragraph (b) below; and (iii) any
Investment expressly permitted by Section 5.16 may be structured as a merger,
consolidation or amalgamation.

                  (b)      The Company shall not, nor shall it permit any
Subsidiary to, Dispose of any of its property, whether now owned or hereafter
acquired, or, in the case of any Subsidiary, issue or sell any shares of such
Subsidiary's Capital Stock to any Person, except (i) the Disposition of obsolete
or worn out property in the ordinary course of business; (ii) the sale of
inventory in the ordinary course of business; (iii) the purchase by Russell
Financial, and the sale by the Company and certain of its Subsidiaries, of
Receivables pursuant to the Intercompany Receivables Agreements; (iii)
Dispositions permitted by clause (ii) of paragraph (a) above; (iv) the sale or
issuance of any Subsidiary's Capital Stock to the Company or any Subsidiary
Guarantor other than Russell Europe; (v) Dispositions of Accounts and Related
Assets (as those terms are defined in the Receivables Purchase Agreement) with
an aggregate fair market value not to exceed $50,000,000 pursuant to the
Receivables Purchase Agreement (provided that such Dispositions described in
this clause (v) shall only be permitted between July 1, 2002 and October 31,
2002 and only at any time during which the aggregate outstanding principal
amount of all Syndicated Dollar Loans and Swing Loans of the Banks and the
Dollar Equivalent of the Foreign Currency Loans of the Banks equals or exceeds
$225,000,000 (with the proceeds thereof having been used for the normal ongoing
business and working capital needs of the Company and its Subsidiaries)); (vi)
the sale and leaseback of


                                  Exhibit A-20
<PAGE>

the Company's distribution centers in Columbus, Georgia and Montgomery, Alabama
for sale prices of at least $10,000,000 and $14,000,000, respectively (provided
that such sale and leaseback transactions must close on or prior to May 31, 2002
(the "PERMITTED SALE LEASEBACKS")); and (vii) the sale of assets of the Company
and its Subsidiaries listed on Schedule 5.5 hereof which have been categorized
as "assets held for sale" by the Company; and (viii) the Disposition of other
property having a fair market value not to exceed $5,000,000 in the aggregate
for any Fiscal Year.

                  SECTION 5.6.  [RESERVED]

                  SECTION 5.7. COMPLIANCE WITH LAWS; PAYMENT OF TAXES. The
Company will, and will cause each of its Subsidiaries and each member of the
Controlled Group to, comply with applicable laws (including but not limited to
ERISA), regulations and similar requirements of governmental authorities
(including but not limited to PBGC), except where the necessity of such
compliance is being contested in good faith through appropriate proceedings
diligently pursued. The Company will, and will cause each of its Subsidiaries
to, pay promptly when due all taxes, assessments, governmental charges, claims
for labor, supplies, rent and other obligations which, if unpaid, might become a
Lien against the property of the Company or any Subsidiary, except liabilities
being contested in good faith and against which reserves in conformity with GAAP
with respect thereto have been provided on the books of the Company or the
relevant Subsidiary.

                  SECTION 5.8. INSURANCE. The Company will maintain, and will
cause each of its Subsidiaries to maintain (either in the name of the Company or
in such Subsidiary's own name), with financially sound and reputable insurance
companies, insurance on all its property in at least such amounts and against at
least such risks (including on all its property, and public liability and
worker's compensation) as are usually insured against in the same general area
by companies of established repute engaged in the same or similar business
including, but not limited to, the insuring, at the Company's expense, of all
"assets held for sale" as identified on Schedule 5.5 hereof.

                  SECTION 5.9. CHANGE IN FISCAL YEAR. The Company will not
change its Fiscal Year, and will not permit any Consolidated Subsidiary to have
a fiscal year other than the Fiscal Year, without the prior written consent of
the Required Holders.

                  SECTION 5.10. MAINTENANCE OF PROPERTY. Except as permitted by
Section 5.5 or in connection with the Restructuring Program, the Company shall,
and shall cause each Subsidiary to, maintain all of its properties and assets
(including all "assets held for sale" as identified in Schedule 5.5) in good
condition, repair and working order, ordinary wear and tear excepted.


                                  Exhibit A-21
<PAGE>

                  SECTION 5.11. ENVIRONMENTAL NOTICES. The Company shall furnish
to all holders of Notes prompt written notice of all material Environmental
Liabilities of which the Company has notice, pending, threatened or anticipated
Environmental Proceedings of which the Company has notice, Environmental
Notices, Environmental Judgments and Orders, and Environmental Releases at, on,
in, under or in any way affecting the Properties or any adjacent property, and
all facts, events, or conditions that could lead to any of the foregoing.

                  SECTION 5.12. ENVIRONMENTAL MATTERS. The Company and its
Subsidiaries will not, and will not permit any Third Party to, use, produce,
manufacture, process, treat, recycle, generate, store, dispose of, manage at, or
otherwise handle, or ship or transport to or from the Properties any Hazardous
Materials except for Hazardous Materials used, produced, manufactured,
processed, treated, recycled, generated, stored, disposed, managed, or otherwise
handled in the ordinary course of business in material compliance with all
applicable Environmental Requirements.

                  SECTION 5.13. ENVIRONMENTAL RELEASE. The Company agrees that
upon the occurrence of a material Environmental Release at or on any of the
Properties it will act immediately to investigate the extent of, and to take
appropriate remedial action to eliminate, such Environmental Release, whether or
not ordered or otherwise directed to do so by any Environmental Authority.

                  SECTION 5.14. TRANSACTIONS WITH AFFILIATES. Neither the
Company nor any of its Subsidiaries shall enter into, or be a party to, any
transaction with any Affiliate of the Company or such Subsidiary (which
Affiliate may be Russell Europe but is not the Company or any other Wholly Owned
Subsidiary), except as permitted by law and in the ordinary course of business
and pursuant to reasonable terms which are no less favorable to Company or such
Subsidiary than would be obtained in a comparable arm's length transaction with
a Person which is not an Affiliate, and except for Investments permitted by
Section 5.16.
                  SECTION 5.15. RESTRICTED PAYMENTS. Neither the Company nor any
of its Subsidiaries shall declare or make any Restricted Payment, except that
(i) any Subsidiary may make Restricted Payments to the Company or any Subsidiary
Guarantor (other than Russell Europe) and (ii) so long as no Default or Event of
Default is continuing (before or after giving effect to such Restricted
Payment), the Company may (a) pay dividends with respect to the Capital Stock of
the Company in an amount during any Fiscal Quarter not exceeding $0.04 per share
of the Company's issued and outstanding common Capital Stock, (b) make payments
in the ordinary course of the Company's business in connection with an employee
stock option, bonus, stock purchase or other benefit plans of the Company on
account of (1) the repurchase of the Company's Capital Stock, (2) options,
warrants or other


                                  Exhibit A-22
<PAGE>

rights to acquire shares of the Company's Capital Stock, or (3) other awards
issued or granted under such plans or (c) otherwise repurchase the Company's
Capital Stock so long as at the time of such purchase (and after giving effect
to such purchase), the Fixed Charge Coverage Ratio for the period of four
consecutive Fiscal Quarters then most recently ended is greater than or equal to
1.40 to 1.00.

                  SECTION 5.16. INVESTMENTS. From and after the Amendment No. 9
Effective Date, neither the Company nor any of its Subsidiaries shall make
Investments in any Person except (i) loans or advances to officers, directors
and employees (1) for relocation expenses in connection with the Restructuring
Program and (2) for other purposes not exceeding $3,000,000 in the aggregate
principal amount outstanding at any time, in each case made in the ordinary
course of business in accordance with historical practices existing on the
Amendment No. 9 Effective Date; (ii) deposits required by government agencies or
public utilities (including pertaining to taxes and other similar charges),
(iii) Investments in direct obligations of the United States Government or any
agency thereof maturing within one year after the date of Investment, (iv)
Investments in certificates of deposit issued by a commercial bank whose credit
is satisfactory to the Administrative Agent and in certificates of deposit
issued by any banking subsidiary of Wachovia Corporation, AmSouth
Bancorporation, SunTrust Bank, Inc., Aliant National Corporation, Comerica Bank,
JP Morgan Chase Bank, First Union National Bank or any Person who succeeds to
all, or substantially all, of the assets or business of any thereof, (v)
Investments in commercial paper rated A1 or the equivalent thereof by S&P or P1
or the equivalent thereof by Moody's and in either case maturing within 270 days
after the date of acquisition, (vi) Investments in tender bonds the payment of
the principal of and interest on which is fully supported by a letter of credit
issued by a United States bank whose long-term certificates of deposit are rated
at least AA or the equivalent thereof by S&P and Aa or the equivalent thereof by
Moody's, (vii) Investments in variable rate demand bonds maturing or with
optional puts within one year or less from the date of acquisition thereof,
which, at the time of acquisition by the Company or Subsidiary, are rated not
lower than A or A-1 by S&P and not lower than A2 or P-1 by Moody's, (viii)
intercompany loans by the Company or any Subsidiary (other than Russell Europe)
to the Company or any Subsidiary Guarantor (other than Russell Europe), (ix)
Investments in Frontier Yarns LLC in an aggregate amount not to exceed
$9,900,000 (provided, that any cash Investments made in Frontier Yarns LLC shall
be limited to the proceeds of the Dispositions of the Company's Lafayette and
Gwaltney facilities and the equipment related thereto, (x) the transfer of
certain Receivables pursuant to the Intercompany Receivables Agreements and/or
the Receivables Purchase Agreement to the extent otherwise permitted by this
Agreement; (xi) Permitted Acquisitions; (xii) Guarantees otherwise permitted by
Section 5.17; and (xiii) other Investments (including joint venture and
partnership investments, minority interests and loans to strategic partners)
which do not exceed an aggregate amount of $5,000,000 in any Fiscal Year.


                                  Exhibit A-23
<PAGE>

                  SECTION 5.17. PERMITTED LIENS AND DEBT. The Company will not,
nor will it permit any Consolidated Subsidiary to, create, assume or suffer to
exist any Lien upon any Properties, or other assets, whether real or personal
property, now owned or hereafter acquired by the Company or such Subsidiary or
incur Debt, except as follows:

                  (a)      any Lien or Debt that is in existence on the date
hereof and that is described on Schedule 5.17 and any refinancings, refundings,
renewals or extensions of such Debt (without increasing, or shortening the
maturity of, the principal amount thereof);

                  (b)      any Lien existing on any specific fixed asset of any
Person at the time such Person becomes a Consolidated Subsidiary and not created
in contemplation of such event;

                  (c)      any Lien on any specific fixed asset securing Debt
incurred or assumed for the purpose of financing all or any part of the cost of
acquiring, constructing or improving such asset, provided that such Lien
attaches to such asset concurrently with or within 6 months after the
acquisition, completion, construction or improvement thereof;

                  (d)      any Lien on any specific fixed asset of any Person
existing at the time such Person is merged or consolidated with or into the
Company or a Consolidated Subsidiary and not created in contemplation of such
event;

                  (e)      any Lien existing on any specific fixed asset prior
to the acquisition thereof by the Company or a Consolidated Subsidiary and not
created in contemplation of such acquisition;

                  (f)      any Lien securing Debt owing by any Subsidiary to the
Company or to any Wholly Owned Subsidiary;

                  (g)      any Lien arising out of the refinancing, extension,
renewal or refunding of any Debt secured by any Lien permitted by this Section,
provided that (i) such Debt is not secured by any additional assets, and (ii)
the amount of such Debt secured by any such Lien is not increased;

                  (h)      any statutory Lien (other than a Lien arising under
ERISA or for past due taxes) incidental to the conduct of its business or the
ownership of its assets which (i) does not secure Debt, (ii) if such Lien
attaches to or otherwise affects any of the Collateral, no enforcement or
foreclosure proceedings in respect of such statutory Lien are commenced, and any
indebtedness secured by such Lien is not past due or payable (unless such
indebtedness is being actively contested in good faith and by appropriate
proceedings), and (iii) does not in the aggregate


                                  Exhibit A-24
<PAGE>

materially detract from the value of its assets or materially impair the use
thereof in the operation of its business;

                  (i)      any Lien on Margin Stock;

                  (j)      any Debt incurred under the Financing Documents and
any other Debt secured under the Security Documents as permitted by the terms
thereof;

                  (k)      any Lien created pursuant to the Security Documents;

                  (l)      any Debts and Liens on the Receivables and general
intangibles related thereto pursuant to the Receivables Purchase Agreement (it
being understood however that it is intended by the parties hereto and thereto
that the sale of the Receivables pursuant to the Receivables Purchase Agreement
constitute a true sale of Receivables and not Debt);

                  (m)      Debt of the Company to a Wholly Owned Subsidiary and
Debt of a Consolidated Subsidiary to the Company or another Wholly Owned
Subsidiary;

                  (n)      Debt consisting of senior unsecured or senior
subordinated debt securities of the Company (the "HIGH-YIELD NOTES") in an
aggregate principal amount of not less than $150.0 million and containing terms
that are customary for the U.S. high-yield market issued by a company of
comparable credit quality as the Company provided that (i) the Company shall
determine the manner in which the High-Yield Notes shall be placed, (ii) the
bullet maturity of any High-Yield Notes shall not be earlier than six months
after the final maturity of any of the "Loans", as such term is defined in the
Intercreditor Agreement, and (iii) the application of proceeds of the High-Yield
Notes shall be as agreed between the Company and the Required Holders;

                  (o)      Debt and Liens incurred pursuant to any Permitted
Sale Leaseback;

                  (p)      Other Debt, including capital leases, in an aggregate
amount not to exceed $5,000,000 at any one time outstanding;

                  (q)      Guarantees and other obligations of the Company and
its Subsidiaries under the Receivables Purchase Documents; and

                  (r)      Debt in respect of commercial letters of credit
issued in connection with the purchase of inventory or other goods or services
by the Company and its Subsidiaries in the ordinary course of business;
provided, that the aggregate face amount of all such commercial letters of
credit shall not at any time exceed $10,000,000.


                                  Exhibit A-25
<PAGE>

                  SECTION 5.18. RESTRICTIVE AGREEMENTS. The Company shall not,
nor shall it permit any Subsidiary to, enter into or become a party to any
Restrictive Agreement; provided, however, that the foregoing shall not apply to
(i) Restrictive Agreements existing on the Amendment No. 9 Effective Date and
identified on Schedule 5.18 and any replacement or substitution thereof
otherwise permitted by this Agreement (but shall apply to any amendment,
modification or substitution expanding the scope of any restriction or condition
contained in any such Restrictive Agreement), (ii) restrictions or conditions
imposed by any Restrictive Agreement evidencing or governing secured Debt that
is permitted by this Agreement if such restrictions or conditions apply only to
the Properties securing such Debt, (iii) customary provisions in leases and
other contracts restricting the assignment thereof, (iv) the restrictions on the
granting of Liens contained in the indenture or indentures pursuant to which the
High Yield Notes are issued (provided that the provisions of such indenture or
indentures expressly permit the Liens granted pursuant to the Financing
Documents) and (v) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements and other similar agreements
entered into after the Amendment No. 9 Effective Date in the ordinary course of
business and otherwise permitted under this Agreement (which provisions apply
only to the property subject to such joint venture or similar agreement).

                  SECTION 5.19.  [RESERVED]


                  SECTION 5.20. DEBT/EBITDA RATIO. The Company shall not, on any
date during any Fiscal Quarter set forth below, permit the Debt/EBITDA Ratio to
be greater than the ratio set forth below for such Fiscal Quarter:

<TABLE>
<CAPTION>

                           Fiscal Quarter                                           Ratio
                           --------------                                           -----
                           <S>                                                  <C>
                           FQ 4 2001                                            3.25 to 1.00

                           FQ 1 2002                                            3.65 to 1.00

                           FQ 2 2002                                            3.75 to 1.00

                           FQ 3 2002                                            3.65 to 1.00

                           FQ 4 2002                                            2.65 to 1.00

                           FQ 1 2003                                            3.00 to 1.00

                           FQ 2 2003                                            3.00 to 1.00

</TABLE>


                                  Exhibit A-26
<PAGE>

<TABLE>

                           <S>                                                  <C>
                           FQ 3 2003                                            3.00 to 1.00

                           FQ 4 2003                                            2.50 to 1.00

                           FQ 1 2004                                            2.75 to 1.00

                           FQ 2 2004                                            2.75 to 1.00

                           FQ 3 2004                                            2.75 to 1.00

                           FQ 4 2004                                            2.50 to 1.00

</TABLE>

                  SECTION 5.21. MINIMUM CONSOLIDATED NET WORTH. The Company
shall not permit Consolidated Net Worth at any time to be less than the sum of
(i) $415,000,000, (ii) 50% of Reported Net Income for each Fiscal Quarter
(beginning with the Fiscal Quarter ending March 31, 2002) for which Reported Net
Income is positive, calculated quarterly at the end of each such Fiscal Quarter,
and (iii) 100% of the cumulative net proceeds of Capital Stock received during
any period after the Amendment No. 9 Effective Date, calculated quarterly at the
end of each Fiscal Quarter.

                  SECTION 5.22. DEBT SERVICE COVERAGE RATIO. The Company shall
not permit the Debt Service Coverage Ratio for any period of four consecutive
Fiscal Quarters ending with any Fiscal Quarter set forth below to be less than
the ratio set forth below opposite such Fiscal Quarter:

<TABLE>
<CAPTION>

                           Fiscal Quarter                                           Ratio
                           --------------                                           -----
                           <S>                                                  <C>
                           FQ 4 2001                                            1.60 to 1.00

                           FQ 1 2002                                            1.60 to 1.00

                           FQ 2 2002                                            1.60 to 1.00

                           FQ 3 2002                                            1.90 to 1.00

                           FQ 4 2002                                            1.65 to 1.00

                           FQ 1 2003                                            1.70 to 1.00

                           FQ 2 2003                                            1.75 to 1.00

                           FQ 3 2003                                            1.75 to 1.00

                           FQ 4 2003                                            1.75 to 1.00

                           FQ 1 2004                                            1.75 to 1.00

</TABLE>



                                  Exhibit A-27
<PAGE>

<TABLE>

                           <S>                                                  <C>

                           FQ 2 2004                                            1.75 to 1.00

                           FQ 3 2004                                            1.75 to 1.00

                           FQ 4 2004                                            1.75 to 1.00

</TABLE>

                  SECTION 5.23. CAPITAL EXPENDITURES. Neither the Company nor
any of its Consolidated Subsidiaries shall make or commit to make any Capital
Expenditure, except Capital Expenditures of the Company and its Consolidated
Subsidiaries in the ordinary course of business during the 2002, 2003 and 2004
Fiscal Years not to exceed $40,000,000 in the aggregate during any such Fiscal
Year; provided, that (a) up to $10,000,000 of such amount for any such Fiscal
Year, if not so expended in the Fiscal Year for which it is permitted, may be
carried over for expenditure in the next succeeding Fiscal Year and (b) Capital
Expenditures made pursuant to this Section during any Fiscal Year shall be
deemed made, first, in respect of amounts permitted for such Fiscal Year as
provided above and, second, in respect of amounts carried over from the prior
Fiscal Year pursuant to clause (a) above.


                                  Exhibit A-28
<PAGE>

                                                                    SCHEDULE 5.5
                                                              to Amendment No. 9

<TABLE>
<CAPTION>

                       LOCATION/DESCRIPTION                               ACREAGE/SQ. FOOTAGE
-----------------------------------------------------------------------------------------------------
<S>                                                                       <C>
MARIANNA DISTRIBUTION CENTER                                              259,271 sq. ft./21.5 Acres
MARIANNA, FL

FLOYD, VA FACILITY                                                        50,904 sq. ft./11.51 Acres

ASHLAND, AL FACILITY                                                        29,000 sq. ft./4.5 Acres

COOSA T&E FACILITY                                                           50,350 sq. ft./17 Acres
ALEXANDER CITY, AL

LAFAYETTE, AL FACILITY                                                      81,750 sq. ft./9.9 Acres

SYLACAUGA, AL FACILITY                                                    137,485 sq. ft./12.5 Acres

COOSA #2 PLANT                                                              157,697 sq. ft./20 Acres
ALEXANDER CITY, AL

COOSA #1 PLANT                                                             126,574 sq. ft./ 23 Acres
ALEXANDER CITY, AL

PERSONNEL BUILDING                                                            21,930 sq. ft./5 Acres
ALEXANDER CITY, AL

R&D BUILDING                                                                  42,464 sq. ft./5 Acres
ALEXANDER CITY, AL

MT. AIRY, NC                                                              152,268 sq. ft./14.8 Acres
KNITTING PLANT

SURPLUS LAND                                                                                93 Acres
CARTHAGE, NC

MT. AIRY, NC                                                             214,000 sq. ft./24.50 Acres
DISTRIBUTION CENTER

MT. AIRY, NC                                                                            74,748 sq ft
FRANKLIN STREET

FT PIERCE MALL                                                                         151,690 sq ft
FT. PIERCE, FL

FT WALTON MALL                                                                          44,125 sq ft
FT. WALTON, FL

ALEXANDER CITY, AL                                                                      14,060 sq ft

</TABLE>


<PAGE>


DOWNTOWN OFFICES

COMMANDER HOUSE
ALEXANDER CITY, AL

5 ACRE TRACT - ACROSS FROM RETAIL STORE
ALEXANDER CITY, AL

5.8 ACRE TRACT ON US280
ALEXANDER CITY, AL

10 ACRE TRACT BETWEEN AIRPORT RD. & US280
ALEXANDER CITY, AL

20 ACRE TRACT ON ELKAHATCHEE STREET
ALEXANDER CITY, AL

64 ACRE TRACT ACROSS FROM CENTRAL ALABAMA
COMMUNITY COLLEGE
ALEXANDER CITY, AL

12 ACRE TRACT AT INTERSECTION OF US280 & AL63
ALEXANDER CITY, AL

1.55 ACRE TRACT BETWEEN TECH CENTER & RADNEY SCHOOL
ALEXANDER CITY, AL

17.5 ACRE TRACT BETWEEN RADNEY SCHOOL & SPORTSPLEX
ALEXANDER CITY, AL

CITATION COMMERCIAL JET -1990 MODEL

1,700 ACRE RUSSELL POND TRACT
ALEXANDER CITY, AL


<PAGE>
                                                                  SCHEDULE 5.17
                                                             to Amendment No. 9


PERMITTED LIENS AND DEBTS

         1.       UCC Financing Statements and Tax Liens

<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
   Cross Creek         Pitney Bowes      North Carolina       001490763           8/11/97         Specified Equipment
  Apparel, Inc.     Credit Corporation    Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek          Associates       North Carolina      19980038254          6/23/98         Specified Equipment
  Apparel, Inc.       Leasing, Inc.       Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek       Telimagine, Inc.    North Carolina      20000008199          1/24/00         Specified Equipment
  Apparel, Inc.                           Secretary of
                    Assignee: Conseco        State
                      Finance Vendor
                         Services
                       Corporation

                    Assigned to Wells
                     Fargo Financial
                      Leasing, Inc.
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek         Pitney Bowes      North Carolina      20000035920          4/7/00          Specified Equipment
  Apparel, Inc.     Credit Corporation    Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek       Western Carolina    North Carolina      20000123088         12/20/00       Specified equipment and
  Apparel, Inc.       Forklift, Inc.      Secretary of                                         all attachments and parts
                        Assignee:            State
                         The CIT
                     Group/Equipment
                     Financing, Inc.
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                       1
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
   Cross Creek      OMNOVA Solutions,    North Carolina      200105042981         7/26/01      Specified consigned goods
 Apparel, LLC as    Inc. as successor     Secretary of
   successor in       in interest to         State                            Amended 9/5/01
interest to Cross        GenCorp
  Creek Apparel,       Performance
       Inc.             Chemicals
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek      Russell Financial    North Carolina      20010508519L         8/7/01         Receivables, customer
   Apparel, LLC       Services, Inc.      Secretary of                                             agreements, goods,
                                             State                                             security for receivables,
                                                                                                 books and records, and
                                                                                                        proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek        Wachovia Bank,     North Carolina      20010508526H         8/7/01           Accounts, Payment
   Apparel, LLC       N.A., as Agent      Secretary of                                          Intangibles, Supporting
                                             State                                             Obligations, rights under
                                                                                                Receivables Purchase and
                                                                                                Sale Agreement, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek          Associates       Surry County,        98-001171           6/24/98         Specified Equipment
  Apparel, Inc.       Leasing, Inc.      North Carolina
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek       Vanguard Supreme    Surry County,        00-000893           4/12/00         Specified Equipment
  Apparel, Inc.                          North Carolina
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek       Western Carolina    Surry County,        00-002495          12/20/00              Specified
  Apparel, Inc.       Forklift, Inc.     North Carolina                                                 Equipment
                      Assignee: The
                       CIT Group /
                        Equipment
                     Financing, Inc.
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek      Russell Financial       Alabama         B2001-30931FS         8/6/01         Receivables, customer
   Apparel, LLC       Services, Inc.      Secretary of                                             agreements, goods,
                                             State                                             security for receivables,
                                                                                                 books and records, and
                                                                                                        proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                       2
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
   Cross Creek        Wachovia Bank,        Alabama         B2001-30936FS         8/6/01           Accounts, Payment
   Apparel, LLC       N.A., as Agent      Secretary of                                          Intangibles, Supporting
                                             State                                             Obligations, rights under
                                                                                                Receivables Purchase and
                                                                                                Sale Agreement, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek      Russell Financial     Cobb County,       033200109712         8/6/01         Receivables, customer
   Apparel, LLC       Services, Inc.        Georgia                                                agreements, goods,
                                                                                               security for receivables,
                                                                                                 books and records, and
                                                                                                        proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek        Wachovia Bank,      Cobb County,       033200109717         8/6/01           Accounts, Payment
   Apparel, LLC       N.A., as Agent        Georgia                                             Intangibles, Supporting
                                                                                               Obligations, rights under
                                                                                                Receivables Purchase and
                                                                                                Sale Agreement, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek        Wachovia Bank,      Cobb County,       033200109718         8/6/01           Accounts, Payment
  Holdings, Inc.      N.A., as Agent        Georgia                                             Intangibles, Supporting
                                                                                                  Obligations, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   Cross Creek        Wachovia Bank,        Delaware         20011046510          8/28/01          Accounts, Payment
  Holdings, Inc.      N.A., as Agent      Secretary of                                          Intangibles, Supporting
                                             State                                                Obligations, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
DeSoto Mills, Inc.  Russell Financial       Alabama         B2001-30930FS         8/6/01         Receivables, customer
                      Services, Inc.      Secretary of                                             agreements, goods,
                                             State                                             security for receivables,
                                                                                                 books and records, and
                                                                                                        proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
DeSoto Mills, Inc.    Wachovia Bank,        Alabama         B2001-30935FS         8/6/01           Accounts, General
                      N.A., as Agent      Secretary of                                         Intangibles, rights under
                                             State                                              Receivables Purchase and
                                                                                                Sale Agreement, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
DeSoto Mills, Inc.  Russell Financial     Cobb County,       033200109713         8/6/01         Receivables, customer
                      Services, Inc.        Georgia                                                agreements, goods,
                                                                                               security for receivables,
                                                                                                 books and records, and
                                                                                                        proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
DeSoto Mills, Inc.    Wachovia Bank,      Cobb County,       033200109716         8/6/01           Accounts, General
                      N.A., as Agent        Georgia                                            Intangibles, rights under
                                                                                                Receivables Purchase and
                                                                                                Sale Agreement, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
Russell Financial     Wachovia Bank,        Alabama         B2001-30933FS         8/6/01           Accounts, General
  Services, Inc.      N.A., as Agent      Secretary of                                          Intangibles, Supporting
                                             State                                             Obligations, rights under
                                                                                                Receivables Purchase and
                                                                                                Sale Agreements, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
Russell Financial     Wachovia Bank,      Cobb County,       033200109715         8/6/01           Accounts, General
  Services, Inc.      N.A., as Agent        Georgia                                             Intangibles, Supporting
                                                                                               Obligations, rights under
                                                                                                Receivables Purchase and
                                                                                                Sale Agreements, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
Russell Financial     Wachovia Bank,       Tennessee          301-089644          8/6/01           Accounts, General
  Services, Inc.      N.A., as Agent      Secretary of                                          Intangibles, Supporting
                                             State                                             Obligations, rights under
                                                                                                Receivables Purchase and
                                                                                                Sale Agreements, Deposit
                                                                                                 Accounts, money, books
                                                                                               and records, and proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Thompson Tractor     Mississippi          01450813           7/17/00         Specified Equipment
  Corporation -         Co., Inc.         Secretary of
Jerzees Mossy Oak                            State
   Apparel Co.
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing       Mississippi          01473623          10/23/00           Leased Equipment
   Corporation         Corporation        Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Thompson Tractor     Mississippi,          00-775            7/5/00          Specified Equipment
  Corporation -         Co., Inc.         Clay County
Jerzees Mossy Oak
   Apparel Co.
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing       Mississippi,         00-1289           10/23/00           Leased Equipment
   Corporation         Corporation        Clay County
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
  Russell Corp.        Pitney Bowes         Alabama          B96-37418FS          9/9/96            Leased Equipment
                    Credit Corporation    Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Thompson Tractor       Alabama          B96-47316FS         11/12/96         Specified Equipment
 Corporation - DC       Co., Inc.         Secretary of
      Mont.                                  State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Thompson Tractor       Alabama          B96-50308FS          12/2/96         Specified Equipment
 Corporation - DC       Co., Inc.         Secretary of
      Mont.                                  State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                       5
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
     Russell          SunTrust Bank,        Alabama          B97-24882FS          6/11/97        Fixtures and Equipment
 Corporation and         Atlanta          Secretary of                                           relating to industrial
    Industrial                               State                                                    revenue bond
Development Board
  of the City of
 Ashland, Alabama
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell           Caterpillar          Alabama          B99-09151FS          3/3/99            Leased Equipment
   Corporation          Financial         Secretary of
                         Services            State
                       Corporation
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          First Alabama         Alabama          B99-12512FS          3/23/99         Fixtures, Rights and
   Corporation      Bank (now Regions     Secretary of                                         Revenues relating to bond
                          Bank)              State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell           Caterpillar          Alabama         B1999-25870FS         6/17/99           Leased Equipment
   Corporation          Financial         Secretary of
                         Services            State
                       Corporation
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Tubular Textile        Alabama         B1999-32512FS         8/4/99          Specified Equipment
   Corporation             LLC            Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Tubular Textile        Alabama         B1999-32513FS         8/4/99          Specified Equipment
   Corporation             LLC            Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         EMC Corporation        Alabama         B1999-41255FS         10/4/99         Specified Equipment
   Corporation        Assignee: MLC       Secretary of
                       Group, Inc.           State
                       Assigned to
                     Wachovia Leasing
                       Corporation
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell            IBM Credit          Alabama         B2000-00677FS         1/5/00            Leased Equipment
   Corporation         Corporation        Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing         Alabama         B2000-03091FS         1/20/00           Leased Equipment
   Corporation         Corporation        Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                       6
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
     Russell         Schlafhorst Inc.       Alabama         B2000-09605FS         3/7/00          Specified Equipment
   Corporation                            Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell           Pitney Bowes         Alabama         B2000-09862FS         3/8/00            Leased Equipment
   Corporation      Credit Corporation    Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell            IBM Credit          Alabama         B2000-13880FS         4/6/00            Leased Equipment
   Corporation         Corporation        Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Computer Sales        Alabama         B2000-14937FS         4/13/00           Leased Equipment
   Corporation        International,      Secretary of
                           Inc.              State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Computer Sales        Alabama         B2000-18412FS         5/8/00            Leased Equipment
   Corporation        International,      Secretary of
                           Inc.              State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Computer Sales        Alabama         B2000-26726FS         6/30/00           Leased Equipment
   Corporation        International,      Secretary of
                           Inc.              State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Computer Sales        Alabama         B2000-28545FS         7/17/00           Leased Equipment
   Corporation        International,      Secretary of
                           Inc.              State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Tubular Textile        Alabama         B2000-33671FS         8/21/00         Specified Equipment
   Corporation             LLC            Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Tubular Textile        Alabama         B2000-33672FS         8/21/00         Specified Equipment
   Corporation             LLC            Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Tubular Textile        Alabama         B2000-33673FS         8/21/00         Specified Equipment
   Corporation             LLC            Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Tubular Textile        Alabama         B2000-33674FS         8/21/00         Specified Equipment
   Corporation             LLC            Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                       7
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
     Russell         D & G Dyes, Inc.       Alabama         B2000-33854FS         8/22/00        All inventory sold to
   Corporation                            Secretary of                                          Debtor by Secured Party
                                             State                                                and all proceeds and
                                                                                                    products thereof
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing         Alabama         B2000-41151FS        10/17/00           Leased Equipment
   Corporation         Corporation        Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing         Alabama         B2000-41152FS        10/17/00           Leased Equipment
   Corporation         Corporation        Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing         Alabama         B2000-46919FS         12/4/00           Leased Equipment
   Corporation         Corporation        Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing         Alabama         B2000-46921FS         12/4/00           Leased Equipment
   Corporation         Corporation        Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Capital         Alabama         B2001-05109FS         2/6/01            Leased Equipment
   Corporation          Leasing -         Secretary of
                    Technology Finance       State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Capital         Alabama         B2001-05212FS         2/7/01            Leased Equipment
   Corporation          Leasing -         Secretary of
                    Technology Finance       State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Capital         Alabama         B2001-09815FS         3/13/01           Leased Equipment
   Corporation           Leasing          Secretary of
                    Technology Finance       State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Tubular Textile        Alabama         B2001-29176FS         7/26/01         Specified Equipment
   Corporation             LLC            Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
  Russell Corp.        Caterpillar          Alabama         B2001-29433FS         7/27/01         Specified Equipment
                        Financial         Secretary of
                         Services            State
                       Corporation
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell        Russell Financial       Alabama         B2001-30932FS         8/06/01        Receivables, customer
   Corporation        Services, Inc.      Secretary of                                             agreements, goods,
                                             State                                             security for receivables,
                                                                                                 books and records, and
                                                                                                        proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                       8
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
     Russell         Business Credit        Florida          970000055629         3/10/97         Specified Equipment
   Corporation           Leasing          Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell        Copy Products Co.       Florida          980000248264         11/6/98         Specified Equipment
   Corporation                            Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          SunTrust Bank,        Judge of            175760            4/30/97            Real property,
 Corporation and         Atlanta            Probate,                                            improvements, fixtures,
  The Industrial                        Houston County,                                         equipment and leasehold
Development Board                           Alabama
  of the Town of
Columbia, Alabama
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Regions Bank as        Judge of            328642            6/9/98             Buildings and
   Corporation      Trustee, formerly       Probate,       (continuation of      (original       improvements to leased
                    First Alabama Bank     Montgomery       original file     filed 1/31/89,    realty, fixtures, rights
                                        County, Alabama     number 294349)       amendment       under Lease Agreement,
                                                                              filed 4/24/92,        Project Revenues
                                                                                   first
                                                                               continuation
                                                                               filed 9/7/93
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell         Tubular Textile        Judge of            65873             7/26/01         Specified Equipment
   Corporation             LLC           Probate, Pike
                                        County, Alabama
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Capital      Fulton County,     0602001002971         2/13/01         Specified Equipment
   Corporation           Leasing            Georgia
                    Technology Finance
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Capital      Fulton County,     0602001002972         2/13/01         Specified Equipment
   Corporation           Leasing            Georgia
                    Technology Finance
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Capital      Fulton County,     0602001002973         2/13/01         Specified Equipment
   Corporation           Leasing            Georgia
                    Technology Finance
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing      Fulton County,     0602000005134         3/20/00         Specified Equipment
   Corporation         Corporation          Georgia
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                       9
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
     Russell          Fleet Leasing      Fulton County,     0602000005074         3/20/00         Specified Equipment
   Corporation         Corporation          Georgia
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing      Fulton County,     0602000001044         1/14/00         Specified Equipment
   Corporation         Corporation          Georgia
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Leasing      Fulton County,     0601999020368        10/20/99         Specified Equipment
   Corporation         Corporation          Georgia
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
  Russell Corp.          City of         Fulton County,     GED Book 3161,        8/9/96           State Bridge Road;
                       Alpharetta,          Georgia            Page 270                          property description:
                         Georgia                                                                    12-2970-0856-024
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell           Crown Credit         Muscogee         10695004422         10/19/95         Specified Equipment
   Corporation           Company        County, Georgia
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell           Crown Credit         Muscogee         10695004423         10/19/95         Specified Equipment
   Corporation           Company        County, Georgia
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
  Russell Corp.        Caterpillar       Barrow County,    007-2001-008219        7/27/01           Leased Equipment
                        Financial           Georgia
                         Services
                       Corporation
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell        Russell Financial     Cobb County,       033200109714         8/6/01         Receivables, customer
   Corporation        Services, Inc.        Georgia                                                agreements, goods,
                                                                                               security for receivables,
                                                                                                 books and records, and
                                                                                                        proceeds
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell           Development          Muscogee        106-95-005244        12/22/95          Documents, Goods,
   Corporation         Authority of     County, Georgia                                           Fixtures, Minerals,
                    Columbus, Georgia                                                                   Proceeds

                        (Assignee:                                                               Continued on 12/15/00
                      Synovus Trust                                                                with continuation
                         Company)                                                                    #106-00-003549
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell            Macpherson          Muscogee        106-96-001012         3/8/96            This filing was
   Corporation      Meistergram, Inc.   County, Georgia                                          terminated on 4/24/96
                                                                                                   with filing number
                                                                                                     106-96-001656
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>


                                      10
<PAGE>


<TABLE>
<CAPTION>
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
      Debtor          Secured Party       Jurisdiction       File Number         File Date             Collateral
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
<S>                 <C>                 <C>               <C>                 <C>              <C>
   The Russell        First American       Tennessee          961549999          11/27/96         Specified Equipment
   Corporation        National Bank       Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          First American       Tennessee          982009178           1/29/98         Specified Equipment
Corporation d/b/a     National Bank       Secretary of
   Hubert Hodge                              State
   Printing Co.
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
   The Russell      Imation Financing      Tennessee          972064841           8/19/97           Leased Equipment
   Corporation           Services         Secretary of
                                             State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
     Russell          Fleet Capital          Kansas            4572020            3/28/01           Leased Equipment
   Corporation           Leasing          Secretary of
                    Technology Finance       State
------------------- ------------------- ----------------- ------------------- ---------------- ---------------------------
</TABLE>

         2.       Debt under the Notes issued by the Company (the "1992
                  Notes"), pursuant to, and as defined in, the Note Agreements
                  each dated as of December 1, 1992 (the "1992 Note
                  Agreements"), in the original aggregate principal amount of
                  $75,000,000 due August 31, 2002, the holders of which are
                  Teachers Insurance and Annuity Association of America,
                  AllState Life Insurance Company, Connecticut General Life
                  Insurance Company, and Prudential Insurance Company of
                  America ("Prudential").

         3.       Debt under the Financing Documents.

         4.       Debt under any agreements ("Cash Management Agreements")
                  between the Company or a Subsidiary, on the one hand, and any
                  Cash Management Services Provider (as defined in the
                  Guarantee and Collateral Agreement), on the other hand,
                  pursuant to which such Cash Management Services Provider
                  provides Cash Management Services (as defined in the
                  Guarantee and Collateral Agreement).

         5.       Debt under the foreign exchange forward rate agreements
                  provided to the Company by JPMorgan Chase Bank (formerly The
                  Chase Manhattan Bank) pursuant to the ISDA Master Agreement
                  and Schedules dated as of July 24, 2001 (the "Chase Swaps").

         6.       Debt under the Guarantee Agreement, dated as of August 4,
                  2000, by the Company to SunTrust Bank ("SunTrust") of loans
                  by SunTrust to Elasticos Centroamericanos Textiles, S.A. de
                  C.V. (the "Elcatex Guarantee").


                                      11
<PAGE>


         7.       Debt of Russell Europe Limited in an amount of up
                  to(pound)15.0 million owing to the Bank of Scotland, and the
                  guaranty of such Debt by Russell Corporation.

         8.       Debt under the Intercompany Receivables Agreements.

         9.       Debt under Letters of credit issued from time to time by
                  First Union National Bank for the account of one or more of
                  the Company and its Subsidiaries and for the benefit of a
                  supplier of the Company or a Subsidiary (the "First Union
                  Letters of Credit").

         10.      Intercompany Debt owing by RUServicios, Sociedad Anonima to
                  the Company, as evidenced by a promissory note in the
                  principal amount of US$5,000,000.

         11.      Letters of Credit issued prior to the date hereof by SunTrust
                  for the account of one or more of the Company and its
                  Subsidiaries and for the benefit of a supplier of the Company
                  or a Subsidiary (the "SunTrust Letters of Credit").

         12.      Amended and Restated Term Loan/Bankers' Acceptance Agreement
                  dated as of January 31, 2002, between the Company and
                  SunTrust (the "SunTrust Loan Agreement").

         13.      ISDA Master Agreement and Schedule dated as of June 19, 1995
                  (the "SunTrust/Russell Swap Agreement"), between Trust
                  Company Bank (now SunTrust) and the Company.

         14.      Guarantee of obligations of the Company pursuant to the
                  Guarantee and Collateral Agreement.

         15.      Debt under the Amended and Restated Credit Agreement dated as
                  of January 31, 2002 among the Company, Russell Europe
                  Limited, the Banks listed therein and Wachovia Bank, N.A. as
                  Administrative Agent ("the Wachovia Credit Agreement").

         16.      Liens created in favor of Wachovia Bank, N.A., as Collateral
                  Agent, pursuant to the Guarantee and Collateral Agreement and
                  various mortgages executed in connection therewith, and the
                  Debt secured thereby.


                                      12
<PAGE>


                                                                  SCHEDULE 5.18
                                                             to Amendment No. 9


                             RESTRICTIVE AGREEMENTS


1.       The Financing Documents

2.       The 1992 Note Agreements

3.       The Wachovia Credit Agreement

4.       The Elcatex Guarantee

5.       The Receivables Purchase Documents

6.       The SunTrust Loan Agreement

7.       The Guarantee and Collateral Agreement, together with the mortgages
         and other agreements and documents relating thereto

8.       Operating Agreement of Frontier Yarns LLC

9.       Shareholders' Agreement dated September 30, 1999 Between Russell do
         Brasil Ltda. and Companhia de Tecidos Norte de Minas - Coteminas

10.      Marmot Mountain Ltd. Second Amended and Restated Stockholder Agreement
         dated August 28, 2001

11.      The agreements evidencing the Permitted Sale Leasebacks may limit the
         ability of the Company to transfer or place liens upon the property
         subject thereto


                                       1
<PAGE>


                                                                    Exhibit A-1


                           [Form of 1995 Senior Note]

                              RUSSELL CORPORATION

                                  Senior Note
                             Due November 30, 2008


No. R-_____                                                              [DATE]

$__________                                                        PPN:________

         RUSSELL CORPORATION, an Alabama corporation (the "Company"), for value
received, hereby promises to pay to [_____________________] or registered
assigns on the thirtieth day of November, 2008 the principal amount of
[_____________________] DOLLARS ($[______]) and to pay interest (computed on
the basis of a 360-day year of twelve 30-day months) on the principal amount
from time to time remaining unpaid hereon at the Applicable Rate (as defined in
the Note Agreement (defined below)), payable semiannually on May 31st and
November 30th in each year and at maturity (with the first such payment to be
made on May 31, 1996). The Company agrees to pay interest on overdue principal
(including any overdue required or optional prepayment of principal) and
premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest, at the Overdue Rate after the due date, whether by
acceleration or otherwise, until paid. "Overdue Rate" shall mean the lesser of
(a) the maximum rate permitted by applicable law and (b) the greater of (i) 2%
per annum plus the Applicable Rate or (ii) 2% per annum plus the rate which
Morgan Guaranty Trust Company of New York, New York, NY announces from time to
time as its prime lending rate, in each case as in effect from time to time.

         Both the principal hereof and interest hereon are payable at the home
office of the registered holder of this Note in coin or currency of the United
States of America which at the time of payment shall be legal tender for the
payment of public and private debts. If any amount of principal, premium, if
any, or interest on or in respect of this Note becomes due and payable on any
date which is not a Business Day, such amount shall be payable on the next
succeeding Business Day and the period of extension shall be included in the
computation of interest payable on such Business Day. "Business Day" means any
day other than a Saturday, Sunday or other day on which banks in Birmingham,
Alabama or New York, New York are required by law to close.


                                 Exhibit A-1-1
<PAGE>


         This Note is one of the Senior Notes due November 30, 2008 (the
"Notes") of the Company in the aggregate principal amount of $100,000,000
issued under and pursuant to the terms and provisions of the Note Agreement,
dated as of December 7, 1995, as amended (the "Note Agreement"), entered into
by the Company with the original Purchaser therein referred to and this Note
and the holder hereof are entitled equally and ratably with the holders of all
other Notes outstanding under the Note Agreement to all the benefits provided
for thereby or referred to therein. Reference is hereby made to the Note
Agreement for a statement of such rights and benefits.

This Note and the other Notes outstanding under the Note Agreement may be
declared due prior to their expressed maturity dates and certain prepayments
are required to be made thereon, all in the events, on the terms and in the
manner and amounts as provided in the Note Agreement.

         The Notes are not subject to prepayment or redemption at the option of
the Company prior to their expressed maturity dates except on the terms and
conditions and in the amounts and with the premium, if any, set forth in the
Note Agreement.

         This Note is registered on the books of the Company and is
transferable only by surrender thereof at the principal office of the Company
duly endorsed or accompanied by a written instrument of transfer duly executed
by the registered holder of this Note or its attorney duly authorized in
writing. Payment of or on account of principal, premium, if any, and interest
on this Note shall be made only to or upon the order in writing of the
registered holder.

         THIS NOTE AND SAID NOTE AGREEMENT ARE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY.


                                    RUSSELL CORPORATION


                                    By:
                                       ----------------------------------------
                                    Its:
                                        ---------------------------------------


         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE LAWS OF ANY STATE AND MAY BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF ONLY IF REGISTERED OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT AVAILABLE UNDER SUCH ACT AND APPLICABLE STATE LAW.


                                 Exhibit A-1-2
<PAGE>


                                                                    EXHIBIT A-2


                           [Form of 1997 Senior Note]


                              RUSSELL CORPORATION

                                  SENIOR NOTE
                              DUE AUGUST 28, 2007

No. R-____                                                               [DATE]

$[______]                                                         PPN: [______]

         RUSSELL CORPORATION, an Alabama corporation (the "COMPANY"), for value
received, hereby promises to pay to [_______________________] or registered
assigns on the twenty-eighth day of August, 2007 the principal amount of
[_______________________] DOLLARS ($[________]) and to pay interest (computed
on the basis of a 360-day year of twelve 30-day months) on the principal amount
from time to time remaining unpaid hereon at the Applicable Rate (as defined in
the Note Agreement (defined below)), payable quarterly on November 28, February
28, May 28, and August 28 in each year and at maturity (with the first such
payment to be made on November 28, 1997). The Company agrees to pay interest on
overdue principal (including any overdue required or optional prepayment of
principal) and premium, if any, and (to the extent legally enforceable) on any
overdue installment of interest, at the Overdue Rate after the due date,
whether by acceleration or otherwise, until paid. "Overdue Rate" shall mean the
lesser of (a) the maximum rate permitted by applicable law and (b) the greater
of (i) 2% per annum plus the Applicable Rate or (ii) 2% per annum plus the rate
which Morgan Guaranty Trust Company of New York, New York, NY announces from
time to time as its prime lending rate, in each case as in effect from time to
time.

         Both the principal hereof and interest hereon are payable at the home
office of the registered holder of this Note in coin or currency of the United
States of America which at the time of payment shall be legal tender for the
payment of public and private debts. If any amount of principal, premium, if
any, or interest on or in respect of this Note becomes due and payable on any
date which is not a Business Day, such amount shall be payable on the next
succeeding Business Day and the period of extension shall be included in the
computation of interest payable on such Business Day. "Business Day" means any
day other than a Saturday, Sunday or other day on which banks in Birmingham,
Alabama or New York, New York are required by law to close.


                                 Exhibit A-1-1
<PAGE>


         This Note is one of the Senior Notes Due August 28, 2007 (the "NOTES")
of the Company in the aggregate principal amount of $125,000,000 issued under
and pursuant to the terms and provisions of the Note Agreement, dated as of
August 28, 1997, as amended (the "NOTE AGREEMENT"), entered into by the Company
with the original Purchaser therein referred to and this Note and the holder
hereof are entitled equally and ratably with the holders of all other Notes
outstanding under the Note Agreement to all the benefits provided for thereby
or referred to therein. Reference is hereby made to the Note Agreement for a
statement of such rights and benefits.

         This Note and the other Notes outstanding under the Note Agreement may
be declared due prior to their expressed maturity dates and certain prepayments
are required to be made thereon, all in the events, on the terms and in the
manner and amounts as provided in the Note Agreement.

         The Notes are not subject to prepayment or redemption at the option of
the Company prior to their expressed maturity dates except on the terms and
conditions and in the amounts and with the premium, if any, set forth in the
Note Agreement.

         This Note is registered on the books of the Company and is
transferable only by surrender thereof at the principal office of the Company
duly endorsed or accompanied by a written instrument of transfer duly executed
by the registered holder of this Note or its attorney duly authorized in
writing. Payment of or on account of principal, premium, if any, and interest
on this Note shall be made only to or upon the order in writing of the
registered holder.

         THIS NOTE AND SAID NOTE AGREEMENT ARE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY.


                                    RUSSELL CORPORATION


                                    BY:
                                       ----------------------------------------
                                          TITLE:


         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE LAWS OF ANY STATE AND MAY BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF ONLY IF REGISTERED OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT AVAILABLE UNDER SUCH ACT AND APPLICABLE STATE LAW.


                                 Exhibit A-1-2
<PAGE>


                                  Exhibit 5.2

                             [Collateral Documents]


                                 Exhibit 5.3-1
<PAGE>


                                  Exhibit 5.7

                              [Wachovia Amendment]


                                 Exhibit 5.8-1
<PAGE>


                                  Exhibit 5.8

                              [SunTrust Amendment]


                                Exhibit 5.10-1