<PAGE>

                                                                    Exhibit 4.5


                         SECOND SUPPLEMENTAL INDENTURE
                         -----------------------------


     This Second Supplemental Indenture, dated as of July 28, 1998 (this "Second
Supplemental Indenture"), among Pillowtex Corporation, a Texas corporation (the
"Company"), the corporations listed on Exhibit A hereto (individually, a "New
Guarantor" and collectively, the "New Guarantors"), and Bank One, N.A. (formerly
known as Bank One, Columbus, N.A.), as Trustee (the "Trustee"), supplements the
Indenture, dated as of November 12, 1996, as previously supplemented by that
certain Supplemental Indenture dated as of December 19, 1997 (the "Indenture"),
between the Company and the Trustee under which the Company's 10% Senior
Subordinated Notes due 2006 (the "Notes") were issued and are outstanding.

                                   RECITALS

     A.  In connection with the merger (the "Merger") of PTI Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary ("PTI") of the Company,
with and into The Leshner Corporation, an Ohio corporation ("Leshner"), who has
two wholly owned Subsidiaries, Opelika Industries, Inc., an Alabama corporation,
and Leshner of California, a California corporation, pursuant to an Agreement
and Plan of Merger, dated as of June 5, 1998, among the Company, Leshner, and
PTI, the New Guarantors are becoming Subsidiaries of the Company and are
guaranteeing, and are granting a security interest in all of their presently
unencumbered assets to secure, the payment of certain Senior Indebtedness (as
such term is defined in the Indenture) of the Company.

     B.  Section 4.13 of the Indenture does not permit any Subsidiary of the
Company that is not a Guarantor to guarantee or secure through the granting of
liens the payment of any Senior Indebtedness unless such Subsidiary, the Company
and the Trustee execute and deliver a Second Supplemental Indenture to the
Indenture evidencing such Subsidiary's guarantee, on a senior subordinated
basis, of the Notes.

     C.  This Second Supplemental Indenture is being entered into to comply with
the provisions of Section 4.13 of the Indenture.

     D.  In consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
to comply with Section 4.13 of the Indenture, the Company, the Guarantors and
the Trustee hereby agree as follows:

     Section 1.   Defined Terms.  Capitalized terms used and not otherwise
                  -------------
defined herein have the respective meanings assigned to such terms in the
Indenture.

     Section 2.   Subsidiary Guarantees.  For value received, each of the New
                  ---------------------
Guarantors  hereby jointly and severally, together with all of the Guarantors,
unconditionally guaranty, to the extent set forth in the Indenture and subject
to the provisions in the Indenture, (a) the due and punctual payment of the
principal of, and premium, if any, and interest on, the Notes, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, if any, and, to the extent
permitted by law, interest, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in
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accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration, redemption or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Subsidiary
Guarantee. The Indebtedness evidenced by this guarantee is, to the extent and in
the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Guarantor Senior Indebtedness as
defined in the Indenture, and this guarantee is issued subject to such
provisions. Each of the New Guarantors, by execution and delivery of this Second
Supplemental Indenture, agrees to and shall be bound by the terms of the
Indenture applicable to the Guarantors, including without limitation, Article 11
thereof.

     Section 3.   Ratification.  The Indenture as hereby supplemented is in all
                  ------------
respects ratified and confirmed by each of the Company, the New Guarantors and
the Trustee, and all of the rights and powers created thereby or thereunder
shall be and remain in full force and effect.

     Section 4.   Governing Law.  This Second Supplemental Indenture and the
                  -------------
Securities shall be governed by and construed in accordance with the laws of the
State of New York.

     Section 5.   Successors.  All agreements of the Company and the New
                  ----------
Guarantors in this Second Supplemental Indenture shall bind its successors.  All
agreements of the Trustee in this Second Supplemental Indenture shall bind its
successors.

     Section 6.   Multiple Counterparts.  The parties may sign multiple
                  ---------------------
counterparts of this Second Supplemental Indenture.  Each signed counterpart
shall be deemed an original, but all of them together represent the same
agreement.



     [Remainder of page intentionally left blank. Signature pages follow.]
<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused this Second Supplemental
Indenture to be executed by its duly authorized officer on May __, 1999 to be
effective as of July 28, 1998.


                              PILLOWTEX CORPORATION


Attest:                       By:  Ronald M. Wehtje
John Sterling                 Name:  Ronald M. Wehtje
                                  Title:  Sr. VP & CFO


                              THE LESHNER CORPORATION


Attest:                       By: Ronald M. Wehtje
John Sterling                     Name:  Ronald M. Wehtje
                                  Title:  Sr. VP & CFO


                              OPELIKA INDUSTRIES, INC.


Attest:                       By: Ronald M. Wehtje
John Sterling                 Name:  Ronald M. Wehtje
                                  Title:  Sr. VP & CFO


                              LESHNER OF CALIFORNIA


Attest:                       By:  Ronald M. Wehtje
John Sterling                 Name:  Ronald M. Wehtje
                                  Title:  Sr. VP & CFO


                              BANK ONE, N.A., Trustee


                              By:
                                  --------------------------------
                                  Name:
                                  Title:
<PAGE>

                                   Exhibit A

                                  Guarantors
                                  ----------


The Leshner Corporation, an Ohio corporation

Opelika Industries, Inc., an Alabama corporation

Leshner of California, Inc., a California corporation