<PAGE>
                                                                   EXHIBIT 10.28

                 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Third Amendment") is dated as of March 1, 2002 among AVONDALE MILLS, INC.
(the "Borrower"), the BANKS listed on the signature pages hereof (collectively,
the "Banks"), and WACHOVIA BANK, N.A. as Agent (the "Agent");

                              W I T N E S S E T H :

         WHEREAS, the Borrower, the Agent and the Banks executed and delivered
that certain Second Amended and Restated Credit Agreement, dated as of September
28, 2000, as amended by First Amendment to Second Amended and Restated Credit
Agreement dated as of August 30, 2001 and Second Amendment to Second Amended and
Restated Credit Agreement dated as of February 6, 2002 (as so amended, the
"Credit Agreement");

         WHEREAS, the Borrower has requested and the Agent and the Banks have
agreed to certain amendments to the Credit Agreement, subject to the terms and
conditions hereof;

         NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower, the Agent and the
Banks hereby covenant and agree as follows:

         1.       Definitions. Unless otherwise specifically defined herein,
each term used herein which is defined in the Credit Agreement shall have the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer to
the Credit Agreement as amended hereby.

         2.       Amendment to Section 1.01. Section 1.01 of the Credit
Agreement hereby is amended by adding the definition of "Third Amendment
Effective Date" set forth below.

                  "Third Amendment Effective Date" means March 1, 2002.

         3.       Amendment of Section 2.05(a). Section 2.05(a) of the Credit
Agreement hereby is deleted, and the following is substituted therefor:

                  (a)      "Applicable Margin" means, from and after the Third
         Amendment Effective Date (including for Loans outstanding on such
         date): (i) for any Term Loan which is a Base Rate Loan, 1.75%; (ii) for
         any Term Loan which is a Euro-Dollar Loan, 3.75%; (iii) (A) until the
         first Performance Pricing


<PAGE>

         Determination Date, for any Revolver Loan which is a Base Rate Loan,
         1.75%, and for any Revolver Loan which is a Euro-Dollar Loan, 3.75%,
         and (B) thereafter, for any Revolver Loan which is a Base Rate Loan and
         for any Revolver Loan which is a Euro-Dollar Loan, with respect to each
         Performance Pricing Determination Date, the percentage determined as of
         the end of the Fiscal Quarter or Fiscal Year just ended by reference to
         the percentage shown in the following schedule for such type of Loan,
         depending on the level of the Total Debt to Cash Flow Ratio as of the
         end of such Fiscal Quarter or Fiscal Year, as determined pursuant
         hereto; provided, however, that (i) so long as any Term Loans remain
         outstanding, and (ii) at any time (whether or not any Term Loans remain
         outstanding) the maximum Total Debt to Cash Flow Ratio permitted by
         Section 5.06 is equal to or greater than 4.50 to 1.00, the Applicable
         Margin for Revolver Loans shall not go below Level 4 below (but the
         Borrower may voluntarily agree at any time when no Term Loans remain
         outstanding to reduce the maximum Total Debt to Cash Flow Ratio
         permitted by Section 5.06 below 4.50 to 1.0, and in such event this
         proviso shall no longer be effective).

<TABLE>
<CAPTION>
                             LEVEL 1       LEVEL 2        LEVEL 3       LEVEL 4        LEVEL 5       LEVEL 6      LEVEL 7
                           ---------     -----------    -----------   -----------    -----------   -----------   ----------
<S>                        <C>           <C>            <C>           <C>            <C>           <C>           <C>
          Total Debt       <3.00:1.0     => 3.00:1.0    => 3.50:1.0   => 4.00:1.0    => 4.50:1.0   => 4.75:1.0   => 5.0:1.0
           to Cash                            but            but           but            but           but
            Flow                           <3.50:1.0      <4.00:1.0     <4.50:1.0      <4.75:1.0     <5.00:1.0
                           ---------     -----------    -----------   -----------    -----------   -----------   ----------
            Base Rate       0.00%           0.00%          0.00%         0.50%          0.75%         1.25%         1.75%
           Applicable
             Margin
                           ---------     -----------    -----------   -----------    -----------   -----------   ----------
           Euro-Dollar      1.75%           2.125%         2.375%        2.625%         2.875%        3.25%         3.75%
           Applicable
             Margin
                           ---------     -----------    -----------   -----------    -----------   -----------   ----------
</TABLE>

                  In determining interest for purposes of this Section 2.05 and
         fees pursuant to Section 2.06(a) (except for the period from the Third
         Amendment Effective Date until the first Performance Pricing
         Determination Date), the Borrower and the Banks shall refer to the
         Borrower's most recent consolidated quarterly and annual (as the case
         may be) financial statements delivered pursuant to Section 5.01(a) or
         (b), as the case may be. If such financial statements require a change
         in interest pursuant to this Section 2.05 or fees pursuant to Section
         2.06(a), the Borrower shall deliver to the Agent, along with such
         financial statements, a notice to that effect, which notice shall set
         forth in reasonable detail the calculations establishing the required
         change. The date which is 10 Domestic Business Days after receipt by
         the Agent of such financial statements and notice, commencing with the
         financial statements for the third Fiscal Quarter of the 2002 Fiscal
         Year, is the "Performance Pricing Determination Date." Any such
         required change in interest and fees shall become effective on such
         Performance Pricing Determination Date, and shall be in effect until
         the next Performance Pricing Determination Date, provided, however,
         that: (i) for Euro-Dollar Loans, changes in interest shall only be
         effective for Interest Periods commencing on or after the Performance
         Pricing Determination Date; and (ii) no interest or fees shall be
         decreased pursuant to this Section 2.05 or Section 2.06(a) if, on the
         Performance Pricing Determination Date, (A) an Event of Default is in
         existence, or (B) a Default is in existence which on such date is not
         an Event of Default but which becomes an Event of Default; provided,
         however, that if an Event of Default exists on the Performance Pricing
         Determination Date, or a Default exists and subsequently becomes an
         Event of Default, any such decrease shall take effect upon the cure of
         any such Event of Default.

         4.       Amendment of Section 2.06(a). Section 2.06(a) of the Credit
Agreement hereby is deleted, and the following is substituted therefor:

                  (a)      The Borrower shall pay to the Agent for the ratable
         account of each Bank, a commitment fee, which shall accrue from and
         including the Third Amendment Effective Date to but excluding the
         Termination Date and shall be payable on each April 1, July 1, October
         1 and January 1 and on the Termination Date, commencing April 1, 2002,
         for the quarterly period ending immediately prior to such date (except
         that the payment on April 1, 2002 shall be for the period from the
         Third Amendment Effective Date through March 31, 2002 and the Borrower
         also shall pay on such date the commitment fee payable under the Credit
         Agreement for the period from January 1, 2002 through the Third
         Amendment Effective


                                       2
<PAGE>

         Date at the rate provided in the Credit Agreement as in effect prior to
         the Third Amendment Effective Date). The commitment fee shall be
         calculated on the average daily principal amount of such Bank's Unused
         Commitment during such period at the rate per annum (expressed below as
         a decimal) of: (A) until the first Performance Pricing Determination
         Date, 0.625%, and (B) thereafter, with respect to each Performance
         Pricing Determination Date, the percentage determined as of the end of
         the Fiscal Quarter or Fiscal Year just ended by reference to the
         percentage shown in the following schedule, depending on the level of
         the Total Debt to Cash Flow Ratio as of the end of such Fiscal Quarter
         or Fiscal Year, as determined pursuant hereto; provided, however, that
         (i) so long as any Term Loans remain outstanding, and (ii) at any time
         (whether or not any Term Loans remain outstanding) the maximum Total
         Debt to Cash Flow Ratio permitted by Section 5.06 is equal to or
         greater than 4.50 to 1.00, the commitment fee shall not go below Level
         4 below (but the Borrower may voluntarily agree at any time when no
         Term Loans remain outstanding to reduce the maximum Total Debt to Cash
         Flow Ratio permitted by Section 5.06 below 4.50 to 1.0, and in such
         event this proviso shall no longer be effective).

<TABLE>
<CAPTION>
                             LEVEL 1       LEVEL 2        LEVEL 3       LEVEL 4        LEVEL 5       LEVEL 6      LEVEL 7
                            --------    -----------     -----------   -----------    -----------   -----------   ----------
<S>                         <C>         <C>             <C>           <C>            <C>           <C>           <C>
         Total Debt to      3.00:1.0    => 3.00:1.0     => 3.50:1.0   => 4.00:1.0    => 4.50:1.0   => 4.75:1.0   => 5.0:1.0
           Cash Flow                         but             but           but            but           but
                                          <3.50:1.0       <4.00:1.0     <4.50:1.0      <4.75:1.0     <5.00:1.0
                            --------    -----------     -----------   -----------    -----------   -----------   ----------
          Commitment        0.325%         0.375%          0.50%         0.50%          0.50%         0.50%         0.625%
             Fee
                            --------    -----------     -----------   -----------    -----------   -----------   ----------
</TABLE>

         5.       Amendment to Section 5.03. Section 5.03 of the Credit
Agreement hereby is deleted, and the following is substituted therefor:

                  Section 5.03 Fixed Charge Coverage Ratio. The Fixed Charge
         Coverage Ratio, calculated at the end of each Fiscal Quarter, shall not
         be less than the ratio set forth below for such Fiscal Quarter

<TABLE>
<CAPTION>
                FISCAL QUARTER ENDING                       RATIO
                --------------------------------            ---------
<S>                                                         <C>
                November 30, 2001                           1.90:1.00
                --------------------------------            ---------
                March 1, 2002                               1.80:1.00
                --------------------------------            ---------
                May 31, 2002                                2.25:1.00
                --------------------------------            ---------
                August 30, 2002                             2.50:1.00
                --------------------------------            ---------
                November 29, 2002 and thereafter            2.75:1.00
                --------------------------------            ---------
</TABLE>


                                       3
<PAGE>

         6.       Amendment to Section 5.06. Section 5.06 of the Credit
Agreement hereby is deleted, and the following is substituted therefor:

                  Section 5.06 Total Debt to Cash Flow Ratio. The Total Debt to
         Cash Flow Ratio, calculated at the end of each Fiscal Quarter, shall be
         less than the ratio set forth below for such Fiscal Quarter

<TABLE>
<CAPTION>
                FISCAL QUARTER ENDING                       RATIO
                --------------------------------            ---------
<S>                                                         <C>
                November 30, 2001                           5.50:1.00
                --------------------------------            ---------
                March 1, 2002                               5.75:1.00
                --------------------------------            ---------
                May 31, 2002                                4.75:1.00
                --------------------------------            ---------
                August 30, 2002                             4.25:1.00
                --------------------------------            ---------
                November 29, 2002 and thereafter            3.75:1.00
                --------------------------------            ---------
</TABLE>

         7.       Replacement of Exhibit F. Exhibit F to the Credit Agreement
(form of Compliance Certificate) hereby is deleted and Exhibit F attached hereto
is substituted therefor.

         8.       Restatement of Representations and Warranties. The Borrower
hereby restates and renews each and every representation and warranty heretofore
made by it in the Credit Agreement and the other Loan Documents as fully as if
made on the date hereof and with specific reference to this Third Amendment and
all other Loan Documents executed and/or delivered in connection herewith,
except where such representations and warranties expressly refer to a different
date and except for events which have been disclosed in writing to the Banks and
which are described in any of Sections 4.04, 4.06(a), 4.07 (except the first
sentence), 4.14(b) and (c) or 4.15.

         9.       Effect of Amendment. Except as set forth expressly
hereinabove, all terms of the Credit Agreement and the other Loan Documents
shall be and remain in full force and effect, and shall constitute the legal,
valid, binding and enforceable obligations of the Borrower. The amendments
contained herein shall be deemed to have prospective application only, unless
otherwise specifically stated herein.

         10.      Ratification. The Borrower hereby restates, ratifies and
reaffirms each and every term, covenant and condition set forth in the Credit
Agreement and the other Loan Documents, as amended hereby, effective as of the
date hereof.

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

         12.      Section References. Section titles and references used in this
Third Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.

         13.      No Default. To induce the Agent and the Banks to enter into
this Third Amendment and to continue to make advances pursuant to the Credit
Agreement, the Borrower


                                       4
<PAGE>

hereby acknowledges and agrees that, as of the date hereof, and after giving
effect to the terms hereof, there exists (i) no Default or Event of Default and
(ii) no right of offset, defense, counterclaim, claim or objection in favor of
the Borrower arising out of or with respect to any of the Loans or other
obligations of the Borrower owed to the Banks under the Credit Agreement.

         14.      Further Assurances. The Borrower agrees to take such further
actions as the Agent shall reasonably request in connection herewith to evidence
the amendments herein contained.

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

         16.      Conditions Precedent. This Third Amendment shall become
effective only upon execution and delivery to counsel for the Agent of 6
counterpart signature pages (or 1 faxed signature page, with the 6 originals
transmitted by overnight courier) of this Third Amendment by the Borrower, the
Agent and the Required Banks; and (ii) execution and delivery to counsel for the
Agent of 6 counterparts (or 1 faxed signature page, with the 6 originals
transmitted by overnight courier) of the Consent and Reaffirmation of Guarantors
at the end hereof by each of the Parent and AMGF.

                       [SIGNATURES COMMENCE ON NEXT PAGE]


                                       5
<PAGE>

         IN WITNESS WHEREOF, each of the Borrower, the Agent and the Required
Banks has caused this Third Amendment to be duly executed, under seal, by its
duly authorized officer as of the day and year first above written.

                                            AVONDALE MILLS, INC.
                                                          (SEAL)



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


                                       6
<PAGE>

                                            WACHOVIA BANK, N.A., as
                                            Agent and as a Bank  (SEAL)



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


                                       7
<PAGE>

                                            BANK OF AMERICA, N.A.,
                                            as a Bank    (SEAL)



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


                                       8
<PAGE>

                                            FIRST UNION NATIONAL
                                            BANK, as a Bank  (SEAL)



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


                                       9
<PAGE>

                                            REGIONS BANK, as a Bank
                                                          (SEAL)



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


                                       10
<PAGE>

                                            BRANCH BANKING AND
                                            TRUST COMPANY, as a
                                            Bank         (SEAL)



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


                                       11
<PAGE>

                     CONSENT AND REAFFIRMATION OF GUARANTORS

         Each of the undersigned (i) acknowledges receipt of the foregoing Third
Amendment to Credit Agreement (the "Third Amendment"), (ii) consents to the
execution and delivery of the Third Amendment by the parties thereto and (iii)
reaffirms all of its obligations and covenants under (1), as to the Parent, the
Amended and Restated Guaranty Agreement dated as of April 29, 1996 executed by
it, and (2) as to AMGF, the Limited Guaranty Agreement dated as of August 29,
1997 executed by it, and agrees that none of such obligations and covenants
shall be affected by the execution and delivery of the Third Amendment. This
Consent and Reaffirmation may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same instrument.

AVONDALE INCORPORATED                             AVONDALE MILLS GRANITEVILLE
                                                  FABRICS, INC.
By:                                               By:
   ----------------------------                      --------------------------
   Title:                                            Title:



                                       12
<PAGE>

                                                                       EXHIBIT F

                             COMPLIANCE CERTIFICATE

         Reference is made to the Second Amended and Restated Credit Agreement
dated as of September 28, 2000, as amended by First Amendment to Second Amended
and Restated Credit Agreement dated as of August 30, 2001, Second Amendment to
Second Amended and Restated Credit Agreement dated as of February 6, 2002 and
Third Amendment to Second Amended and Restated Credit Agreement dated as of
March 1, 2002 (as so amended, and as thereafter amended and supplemented and in
effect from time to time, the "Credit Agreement") among Avondale Mills, Inc.,
the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Agent.
Capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement.

         Pursuant to Section 5.01(c) of the Credit Agreement, (i)
____________________, the duly authorized ____________________ of Avondale
Incorporated, hereby certifies to the Agent and the Banks that the information
contained in the Compliance Check List attached hereto is true, accurate and
complete as of _______________, ______, and (ii) ____________________, the duly
authorized ____________________ of Avondale Mills, Inc. hereby (A) certifies to
the Agent and the Banks that to the Knowledge of such officer, no Default is in
existence on and as of the date hereof and (B) restates and reaffirms that to
the Knowledge of such officer, the representations and warranties contained in
Article IV of the Credit Agreement are true on and as of the date hereof as
though restated on and as of this date, except for events which have been
disclosed in writing to the Banks and which are described in any of Sections
4.04, 4.06(a), 4.07 (except the first sentence), 4.14(b) and (c) or 4.15.

         Dated: ____________, 200__.

                                            AVONDALE INCORPORATED



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


                                            AVONDALE MILLS, INC.

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


                                       13
<PAGE>

1.       Fixed Charge Coverage Ratio (Section 5.03)

                  The Fixed Charge Coverage Ratio, calculated at the end of each
         Fiscal Quarter, shall not be less than the ratio set forth below for
         such Fiscal Quarter

<TABLE>
<CAPTION>
                FISCAL QUARTER ENDING                       RATIO
                --------------------------------            ---------
<S>                                                         <C>
                November 30, 2001                           1.90:1.00
                --------------------------------            ---------
                March 1, 2002                               1.80:1.00
                --------------------------------            ---------
                May 31, 2002                                2.25:1.00
                --------------------------------            ---------
                August 30, 2002                             2.50:1.00
                --------------------------------            ---------
                November 29, 2002 and thereafter            2.75:1.00
                --------------------------------            ---------
</TABLE>

<TABLE>
<S>                   <C>                                                             <C>

        (a)           Consolidated Net Income - Schedule 1                            $
                                                                                       ----------

        (b)           Net Interest Expense - Schedule 1                               $
                                                                                       ----------

        (c)           income taxes - Schedule 1                                       $
                                                                                       ----------

        (d)           depreciation - Schedule 1                                       $
                                                                                       ----------

        (e)           amortization - Schedule 1                                       $
                                                                                       ----------

        (f)           Dividends - Schedule 1                                          $
                                                                                       ----------

        (g)           LIFO Adjustments -Schedule 1                                    $
                                                                                       ----------

        (h)           non-cash write-offs of obsolete or surplus equipment,           $
                      spare parts or real property Schedule 11                         ----------

        (i)           sum of (a) plus (b) plus (c) plus (d) plus (e) less (f),        $
                      less or plus (g), as applicable, plus (h)                        ----------

        (j)           Current Maturities of Long Term Debt - Schedule 1               $
                                                                                       ----------

        (k)           Net Interest Expense                                            $
                                                                                       ----------

        (l)           sum of (j) plus (k)                                             $
                                                                                       ----------

        Ratio of (i) to (l)
                                                                                       ----------
</TABLE>
-----------------------
1        Not to exceed $10,000,000 during any period of 4 consecutive Fiscal
         Quarters

                                       14
<PAGE>

<TABLE>
<S>                                                                                   <C>
        Requirement                                                                   =>[1.90 to1.0]
                                                                                      =>[1.80 to 1.0]
                                                                                      =>[2.25 to 1.0]
                                                                                      =>[2.50 to 1.0]
                                                                                      =>[2.75 to 1.0]
</TABLE>

2.       Senior Debt to Capitalization Ratio (Section 5.05)

         The Senior Debt to Capitalization Ratio, calculated at the end of each
         Fiscal Quarter, shall be less than 0.50 to 1.0.

<TABLE>
<S>                   <C>                                                             <C>
        (a)           Consolidated Senior Debt - Schedule 2                           $
                                                                                       ----------

        (b)           Consolidated Adjusted Tangible Net Worth - Schedule 3           $
                                                                                       ----------

        (c)           Subordinated Debt                                               $
                                                                                       ----------

        (d)           Sum of (a) plus (b) plus (c)                                    $
                                                                                       ----------

        Ratio of (a) to (d)
                                                                                       ----------

        Requirement                                                                   <0.50 to 1.0
</TABLE>

3.       Total Debt to Cash Flow Ratio (Section 5.06)

                  The Total Debt to Cash Flow Ratio, calculated at the end of
         each Fiscal Quarter, shall be less than the ratio set forth below for
         such Fiscal Quarter

<TABLE>
<CAPTION>
                FISCAL QUARTER ENDING                       RATIO
                --------------------------------            ---------
<S>                                                         <C>
                November 30, 2001                           5.50:1.00
                --------------------------------            ---------
                March 1, 2002                               5.75:1.00
                --------------------------------            ---------
                May 31, 2002                                4.75:1.00
                --------------------------------            ---------
                August 30, 2002                             4.25:1.00
                --------------------------------            ---------
                November 29, 2002 and thereafter            3.75:1.00
                --------------------------------            ---------
</TABLE>

<TABLE>
<S>                   <C>                                                             <C>
        (a)           Consolidated Total Funded Debt - Schedule 2                     $
                                                                                       ----------

        (b)           Consolidated Net Income - Schedule 1                            $
                                                                                       ----------

        (c)           Net Interest Expense - Schedule 1                               $
                                                                                       ----------

        (d)           income taxes - Schedule 1                                       $
                                                                                       ----------
</TABLE>


                                       15
<PAGE>

<TABLE>
<S>                   <C>                                                             <C>
        (e)           Depreciation - Schedule 1                                       $
                                                                                       ----------

        (f)           Amortization - Schedule 1                                       $
                                                                                       ----------

        (g)           LIFO Adjustments - Schedule 1                                   $
                                                                                       ----------

        (h)           non-cash write-offs of obsolete or surplus equipment, spare     $
                      parts or real property Schedule 1(2)                             ----------

        (i)           sum of (b) plus (c) plus (d) plus (e) plus (f) less or plus     $
                      (g), as applicable, plus (h)                                     ----------

        Ratio of (a) to (i)
                                                                                       ----------

        Requirement                                                                   <[5.50 to 1.0]
                                                                                      <[5.75 to 1.0]
                                                                                      <[4.75 to 1.0]
                                                                                      <[4.25 to 1.0]
                                                                                      <[3.75 to 1.0]
</TABLE>

4.       Restricted Payments (Section 5.07)

         The Parent and the Borrower will not make any Restricted Payment,
         except, so long as no Default shall have occurred and be continuing, a
         Restricted Payment may be made if at the time of such Restricted
         Payment and after giving effect thereto: (A) the aggregate amount of
         such Restricted Payment and all other Restricted Payments since the
         beginning of the Restricted Payment Calculation Period would not exceed
         the sum of (x) $20,000,000, plus (y) 50% of Consolidated Net Income
         during the Restricted Payment Calculation Period (treated as one
         accounting period) (or, in case such Consolidated Net Income shall be a
         deficit, minus 100% of such deficit); and (B) the Aggregate Commitment
         exceeds the Working Capital Obligations by at least $10,000,000.

<TABLE>
<S>                   <C>                                                            <C>
        (a)           Cumulative Consolidated Net Income during Restricted Payment    $
                      Calculation Period                                               ----------

        (b)           50% of (a)                                                      $
                                                                                       ----------

        (c)           Sum of (b) and $20,000,000                                      $
                                                                                       ----------

        (d)           Aggregate Restricted Payments made during Restricted Payment    $
                      Calculation Period                                               ----------

        Limitation (d) may not exceed (c)3
</TABLE>
-----------------
2        Not to exceed $10,000,000 during any period of 4 consecutive Fiscal
         Quarters
3        In addition, after giving effect to a Restricted Payment, the Aggregate
         Commitment must exceed the Working Capital Obligations by at least
         $10,000,000


                                       16
<PAGE>

5.       Senior Debt to Cash Flow Ratio (Section 5.08)

                  The Senior Debt to Cash Flow Ratio, calculated at the end of
         each Fiscal Quarter, shall be less than the ratio set forth below for
         such Fiscal Quarter

<TABLE>
<CAPTION>
                FISCAL QUARTER ENDING                       RATIO
                --------------------------------            ---------
<S>                                                         <C>
                November 30, 2001                           3.50:1.00
                --------------------------------            ---------
                March 1, 2002                               3.50:1.00
                --------------------------------            ---------
                May 31, 2002                                2.75:1.00
                --------------------------------            ---------
                August 30, 2002 and thereafter              2.50:1.00
                --------------------------------            ---------
</TABLE>

<TABLE>
<S>                   <C>                                                             <C>
        (a)           Consolidated Senior Debt- Schedule 2                            $
                                                                                       ----------

        (b)           Consolidated Net Income - Schedule 1                            $
                                                                                       ----------

        (c)           Net Interest Expense - Schedule 1                               $
                                                                                       ----------

        (d)           income taxes - Schedule 1                                       $
                                                                                       ----------

        (e)           Depreciation - Schedule 1                                       $
                                                                                       ----------

        (f)           Amortization - Schedule 1                                       $
                                                                                       ----------

        (g)           LIFO Adjustments - Schedule 1                                   $
                                                                                       ----------

        (h)           non-cash write-offs of obsolete or surplus equipment, spare     $
                      parts or real property Schedule 1(4)                             ----------

        (i)           sum of (b) plus (c) plus (d) plus (e) plus (f) less or plus     $
                      (g), as applicable, plus (h)                                     ----------

        Ratio of (a) to (i)
                                                                                       ----------

        Requirement                                                                   <[3.50 to 1.0]
                                                                                      <[2.75 to 1.0]
                                                                                      <[2.50 to 1.0]
</TABLE>

6.       Loans and Advances (Section 5.09)

         Neither the Parent, the Borrower nor any of the Material Subsidiaries
         shall make loans or advances to any Person except, so long as no Event
         of Default is in existence:

                  (A)(i)   loans or advances to employees not exceeding
         $2,000,000 in the aggregate principal amount outstanding at any time,
         in each case made in the ordinary course of business and consistent
         with practices existing on August 25, 1995; (ii) deposits required

-----------------
4        Not to exceed $10,000,000 during any period of 4 consecutive Fiscal
         Quarters

                                       17
<PAGE>

         by government agencies or public utilities; and (iii) loans or advances
         to Wholly Owned Subsidiaries (other than from the Parent to the
         Borrower or as provided in Section 5.09(C)) not exceeding $1,000,000 in
         the aggregate outstanding; provided that after giving effect to the
         making of any loans, advances or deposits permitted by this Section
         5.09(A), the aggregate of all loans and advances permitted in this
         Section 5.09(A) does not exceed $4,000,000;

                  (B)      loans or advances from the Parent to the Borrower or
         from the Borrower to the Parent, or from the Borrower to AMGF (i)
         pursuant to the AMGF/Graniteville Transaction and within the limits
         contained in the definition thereof and (ii) otherwise to fund the
         ongoing working capital needs and capital expenditures of AMGF in the
         ordinary course of business;

                  (C)      loans or advances to the Receivables Subsidiary
         evidenced by a Purchase Money Note; and

                  (D)      other loans or advances (not including any loans and
         advances of the types described in clauses (A), (B) or (C) above) in an
         aggregate amount, together with Investments permitted by clause (viii)
         of Section 5.10, not exceeding the sum of $15,000,000, plus 10% of
         positive Consolidated Adjusted Tangible Net Worth as of the date of
         measurement.

         Calculations with respect to Section 5.09(A):

<TABLE>
<S>                   <C>                                                             <C>
        (a)           loans and advances to employees                                 $
                                                                                       ---------

                      Limitation                                                      $2,000,000

        (b)           deposits required by government agencies or public utilities    $
                                                                                       ---------

        (c)           loans or advances to Wholly Owned Subsidiaries (other than      $
                      stated exceptions))                                              ---------

                      Limitation                                                      $1,000,000

        (d)           sum of (a) plus (b) plus (c)                                    $
                                                                                       ---------

                      Limitation                                                      $4,000,000

        Calculations with respect to Section 5.09(D):

        (e)           loans and advances not permitted by clauses (A), (B) or (C)     $
                                                                                       ---------

        (f)           sum of (a) and amount in paragraph 7(a)                         $
                                                                                       ---------
</TABLE>


                                       18
<PAGE>

<TABLE>
<S>                   <C>                                                             <C>
        (g)           Consolidated Adjusted Tangible Net Worth - Schedule 3           $
                                                                                       ---------

        (g)           10% of (g)                                                      $
                                                                                       ---------

        (h)           Sum of (h) and $15,000,000                                      $
                                                                                       ---------

                      Limitation--(f) may not exceed (i)
</TABLE>

7.       Investments (Section 5.10)

         Neither the Parent, the Borrower nor any of the Consolidated
         Subsidiaries shall make Investments in any Person except as permitted
         by Section 5.09 and except Investments in (i) direct obligations of the
         United States Government maturing within one year, (ii) certificates of
         deposit issued by a commercial bank whose credit is satisfactory to the
         Agent, (iii) commercial paper rated A1 or the equivalent thereof by
         Standard & Poor's Corporation or P1 or the equivalent thereof by
         Moody's Investors Service, Inc. and in either case maturing within 6
         months after the date of acquisition, (iv) 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 Standard
         & Poor's Corporation and Aa or the equivalent thereof by Moody's
         Investors Service, Inc., (v) Investments by Borrower in the Receivables
         Subsidiary and obligations consisting of Standard Securitization
         Undertakings, (vi) Investments by the Receivables Subsidiary in a
         Special Purpose Vehicle and obligations consisting of Standard
         Securitization Undertakings, (vii) loans and advances permitted by
         Section 5.09, and Investments by the Borrower in AMGF (x) pursuant to
         the AMGF/Graniteville Transaction and within the limits contained in
         the definition thereof and (y) otherwise to fund the ongoing working
         capital needs and capital expenditures of AMGF in the ordinary course
         of business, and (viii) other Investments in an aggregate amount on and
         after the Closing Date, together with Investments permitted by clause
         (D) of Section 5.09, not exceeding the sum of $15,000,000, plus 10% of
         positive Consolidated Adjusted Tangible Net Worth as of the date of
         measurement.

<TABLE>
<S>                   <C>                                                             <C>
        (a)           Other Investments (not permitted by clauses (i) through (vii)   $
                                                                                       ----------

        (b)           Sum of (a) and Paragraph 6(e)                                   $
                                                                                       ----------

        (c)           Consolidated Adjusted Tangible Net Worth - Schedule 3           $
                                                                                       ----------

        (d)           10% of (c)                                                      $
                                                                                       ----------

        (e)           sum of (d) and $15,000,000                                      $
                                                                                       ----------

                      Limitation--(b) may not exceed (e)
</TABLE>


                                       19
<PAGE>

8.       Negative Pledge (Section 5.11)

<TABLE>
<S>      <C>                                                                          <C>
         Amount of Debt secured by Liens not permitted by Sections 5.11(b)            $
         through 5.11(e), inclusive, and (i) Schedule - 4                              ---------

         Limitation                                                                   $3,000,000

         Amount of Debt secured by all Liens (Schedule 4 and Schedule                 $
         5.11 to Credit Agreement)                                                     ---------

         Limitation                                                                   $4,000,000
</TABLE>

9.       List of Consolidated Subsidiaries (Section 5.01(c)(iii)

         -------------------------------
         -------------------------------
         -------------------------------

10.      List of Material Subsidiaries (other than the Borrower), if any, as to
         which there has been a change in excess of $100,000 in the assets,
         liabilities or shareholders' equity thereof since the immediately
         preceding Fiscal Quarter.

         -------------------------------
         -------------------------------
         -------------------------------


                                       20
<PAGE>

                                                                    Schedule - 1

Consolidated Net Income for:

<TABLE>
<S>                                         <C>
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------

         Total                              $
                                             ----------
</TABLE>

Net Interest Expense for:

<TABLE>
<S>                                         <C>
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
</TABLE>

         Total                              $
                                             ----------

Income Taxes for:
<TABLE>
<S>                                         <C>

      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------

         Total                              $
                                             ----------
</TABLE>

Depreciation for:

<TABLE>
<S>                                         <C>
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------

         Total                              $
                                             ----------
</TABLE>

Amortization for:

<TABLE>
<S>                                         <C>
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------

         Total                              $
                                             ----------
</TABLE>


                                       21
<PAGE>

LIFO adjustments for:

<TABLE>
<S>                                         <C>
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------

         Total                              $
                                             ----------
</TABLE>

Dividends for:
<TABLE>
<S>                                         <C>

      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
</TABLE>

Non-cash write-offs of obsolete or surplus equipment, spare parts or real
property for:

<TABLE>
<S>                                         <C>
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
      quarter 200                           $
-----            ---                         ----------
</TABLE>

Current Maturities of Long Term Debt for:

<TABLE>
<S>                                         <C>
      quarter 200                           $
-----            ---                         ----------

         Total                              $
                                             ----------
</TABLE>


                                       22
<PAGE>

                                                                    Schedule - 2

Consolidated Senior Debt and Consolidated Total Funded Debt

<TABLE>
<CAPTION>
                                          INTEREST
                                            RATE                    MATURITY                     TOTAL
                                         ------------               --------                  -----------
<S>                                      <C>                        <C>                       <C>
Secured

                                         $
---------------------------------         ----------
                                         $
---------------------------------         ----------
                                         $
---------------------------------         ----------
                                         $
---------------------------------         ----------
     Total Secured                                                                            $
                                                                                               ----------

Unsecured (including Capitalized Leases)

                                         $
---------------------------------         ----------
                                         $
---------------------------------         ----------
                                         $
---------------------------------         ----------
                                         $
---------------------------------         ----------
     Total Secured                                                                            $
                                                                                               ----------

Redeemable Preferred Stock               $
                                          ----------
     Total                                                                                    $
                                                                                               ----------

Receivable Securitization Program                                                             $
                                                                                               ----------

Other Consolidated Senior Debt

                                         $
---------------------------------         ----------
                                         $
---------------------------------         ----------
                                         $
---------------------------------         ----------

Total Consolidated Senior Debt                                                                $
                                                                                               ----------

Plus Subordinated Debt                                                                        $
                                                                                               ----------

Total Consolidated Total Funded Debt                                                          $
                                                                                               ----------
</TABLE>


                                       23
<PAGE>

                                                                    Schedule - 3

                    Consolidated Adjusted Tangible Net Worth

<TABLE>
<S>                    <C>                                                                    <C>
          (a)          Stockholders' Equity                                                   $
                                                                                               ----------

          (b)          surplus from write-up of assets subsequent to August 25, 1995(5)       $
                                                                                               ----------

          (c)          intangible assets(6)                                                   $
                                                                                               ----------

          (d)          Capital Stock shown as assets(7)                                       $
                                                                                               ----------
                       Consolidated Adjusted Tangible Net Worth (sum of (a) less (b) less
                       (c) less (d))                                                          $
                                                                                               ----------
</TABLE>
-----------------
5        Exclude any write-up in connection with the acquisition of the
         Graniteville Assets
6        Include only to the extent created, incurred or arising on or after the
         Original Closing Date, and exclude capitalized transaction costs
         incurred in connection with the acquisition of the Graniteville Assets
7        Include only to the extent created, incurred or arising on or after the
         Original Closing Date


                                       24
<PAGE>

                                                                    Schedule - 4

                      Liens Securing Debt In The Principal
                       Amount of $50,000 or More which are
                 Not shown on Schedule 5.11 to Credit Agreement

<TABLE>
<CAPTION>
                                                                            Relevant Provision
                                                                            of Section 5.11
Description of Lien                   Amount of Debt Secured                Permitting Same
-------------------                   ----------------------                ------------------
<S>                                   <C>                                   <C>
1.                                    $
    -------------                      -------                              ----------
2.                                    $
    -------------                      -------                              ----------
3.                                    $
    -------------                      -------                              ----------
4.                                    $
    -------------                      -------                              ----------
5.                                    $
    -------------                      -------                              ----------
6.                                    $
    -------------                      -------                              ----------
7.                                    $
    -------------                      -------                              ----------
8.                                    $
    -------------                      -------                              ----------
9.                                    $
    -------------                      -------                              ----------
</TABLE>


                                       25