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                                                               [EXECUTION COPY]


                                 AMENDMENT NO. 1
                                       to
                              Amended and Restated
                           Loan and Security Agreement
                          dated as of December 20, 1996

     AMENDMENT NO. 1 entered into as of January 31, 1997 among RIDGEVIEW, INC.,
a North Carolina corporation, SENECA KNITTING MILLS CORPORATION, a New York
corporation, INTERKNIT, INC., an Alabama corporation (collectively, the
"Borrowers"), and NATIONSBANK, N.A. (SOUTH), a national banking association (the
"Lender").

                              Preliminary Statement

     The Borrowers and the Lender are parties to that certain Amended and
Restated Loan and Security Agreement dated as of December 20, 1996 (the "Loan
Agreement"; terms defined therein, unless otherwise defined herein, being used
herein as therein defined).

     The Borrower has requested an adjustment to the amortization schedule of
the Term Loan and the Lender has agreed to such request, subject to all of the
terms, conditions and provisions hereinafter set forth.

     NOW, THEREFORE, in consideration of the Loan Agreement, the mutual
covenants set forth therein and herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     Section 1. Amendment to Loan Agreement. Subject to the provisions of
Section 2, the Loan Agreement is hereby amended by amending Section 2B.2 thereof
in its entirety to read as follows:

          Section 2B.2 Repayment of Term Loan. The Term Loan is due and payable,
     and shall be repaid in full by the Borrowers, in twenty-seven (27)
     installments as follows: the first three installments, payable on January
     1, February 1 and March 1, 1997, shall be in the amount of $53,667 each,
     the fourth installment, payable on March 31, 1997, shall be in the amount
     of $3,916,658, the next 22 installments, payable on April 1 and the first
     day of each calendar month thereafter, shall be in the amount of $12,000
     each and the final installment payable on January 10, 1999 shall be in the
     amount of the then unpaid balance of the Term Loan.

     Section 2. Effectiveness. The provisions of Section 1 shall become
effective as of the date hereof on the date (the "Amendment Effective Date") on
which

     (a) the Lender shall have received counterparts of this Amendment duly
executed by the Borrower, together with the Consent and Confirmation attached
hereto duly executed by the Guarantor;

     (b) a certificate of the chief operating officer or president of each
Borrower stating that, to the best of his knowledge and based on an examination
sufficient to enable him to make an



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informed statement,

          (i) all of the representations and warranties made or deemed to be
     made under the Loan Agreement are true and correct as of the Amendment
     Effective Date, and

          (ii) after giving effect to this Amendment, no Default or Event of
     Default exists; and

     (c) such other documents and instruments as the Lender may reasonably
request;

     Section 3. Effect of Amendment. Upon and after the effectiveness of this
Amendment as provided in Section 2 hereof, all references to the Loan Agreement
in the Loan Agreement or in any other Loan Document shall mean the Loan
Agreement as amended by this Amendment. Except as expressly provided in this
Amendment, the execution and delivery of this Amendment does not, and will not,
amend, modify or supplement any provision of or con stitute a consent to or a
waiver of any noncompliance with the provisions of the Loan Agreement and,
except as specifically provided in this Amendment, the Loan Agreement shall
remain in full force and effect.

     Section 4. Representations and Warranties. Each Borrower hereby makes the
following representations and warranties to the Lender, which representations
and warranties shall survive the delivery of this Amendment and the making of
Loans under the Loan Agreement as amended hereby:

     (a) Organization; Power; Qualification. Each Borrower is a corporation,
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to own
its properties and to carry on its business as now being and hereafter proposed
to be conducted and is duly qualified and authorized to do business in each
jurisdiction in which failure to be so qualified and authorized would have a
Materially Adverse Effect.

     (b) Authorization of Agreements. Each Borrower has the right and power and
has taken all necessary action to authorize it to execute, deliver and perform
this Amendment in accordance with its terms. This Amendment has been duly
executed and delivered by the duly authorized officers of each Borrower and is a
legal, valid and binding obligation of such Borrower, enforceable in accordance
with its terms.

     (c) Compliance of Agreements with Laws. The execution, delivery and
performance of this Amendment in accordance with its terms do not and will not,
by the passage of time, the giving of notice or otherwise,

          (i) require any Governmental Approval or violate any applicable law
     relating to such Borrower or any of its Affiliates,

          (ii) conflict with, result in a breach of or constitute a default
     under (i) the articles of incorporation or by-laws or any shareholders'
     agreement of such Borrower, (ii) any indenture, agreement or other
     instrument to which such Borrower is a party or by which any of its
     property may be bound or (iii) any Governmental Approval relating to such
     Borrower, or


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

     Section 5. General Provisions.

     (a) Governing Law. This Amendment shall be construed in accordance with and
governed by the law of the State of Georgia.

     (b) Counterpart Execution. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

                                            RIDGEVIEW, INC.

[CORPORATE SEAL]

Attest:                                     By: ______________________________
                                                     Hugh R. Gaither
By: _________________________                        President
    Name: ____________________
    Title: ___________________

                                            SENECA KNITTING MILLS
                                            CORPORATION

[CORPORATE SEAL]

Attest:                                     By: ______________________________
                                                     Hugh R. Gaither
By: _________________________                        President
    Name: ____________________
    Title: ___________________

                                            INTERKNIT, INC.

[CORPORATE SEAL]

Attest:                                     By: ______________________________
                                                     Hugh R. Gaither
By: _________________________                        President
    Name: ____________________
    Title: ___________________


                                            NATIONSBANK, N.A. (SOUTH)


                                            By: ______________________________
                                                     Scott K. Goldstein
                                                     Vice President



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                            CONSENT AND CONFIRMATION

     The undersigned, GPM Corporation, as the maker of the Subsidiary Guaranty,
hereby acknowledges receipt of the foregoing Amendment No. 1 and confirms, for
the benefit of the Borrowers and the Lender, that the Subsidiary Guaranty
remains in full force and effect, in accordance with its terms, as to Secured
Obligations of the Borrower under the Loan Agreement as amended by the said
Amendment No. 1 and is hereby in all respects ratified and confirmed.

Dated:  As of January 31, 1997

                                             GPM CORPORATION


                                             By: ______________________________
                                                 Hugh R. Gaither
                                                 President