<PAGE>

                                                                    Exhibit 10.5

                      FOURTH AMENDMENT TO CREDIT AGREEMENT



         THIS FOURTH  AMENDMENT TO CREDIT  AGREEMENT  (the  "Fourth  Amendment")
                                                             -----------------
dated as of February 14, 2001, is to that Credit  Agreement  dated as of October
14, 1998, as amended by that certain First  Amendment to Credit  Agreement dated
May 21,  1999,  as further  amended by that certain  Second  Amendment to Credit
Agreement  dated  December 29, 1999 and that certain  Third  Amendment to Credit
Agreement dated June 26, 2000 (as may be subsequently  amended and modified from
time to time,  the  "Credit  Agreement";  terms used but not  otherwise  defined
                     -----------------
herein shall have the meanings provided in the Credit  Agreement),  by and among
DAN  RIVER  INC.,  a  Georgia  corporation  (the  "Borrower"),   the  Guarantors
                                                   --------
identified  therein,   the  several  banks  and  other  financial   institutions
identified   therein  (the   "Lenders")   and  FIRST  UNION  NATIONAL  BANK,  as
                              -------
administrative agent for the Lenders thereunder (in such capacity, the "Agent"),
                                                                        -----
BANK ONE, formerly The First National Bank of Chicago, as syndication agent, and
WACHOVIA BANK, N.A., as documentation agent.


                              W I T N E S S E T H:

         WHEREAS, the Lenders have established a credit facility for the benefit
of the Borrower pursuant to the terms of the Credit Agreement;

         WHEREAS,  the Borrower  wishes to amend the Credit  Agreement to modify
certain provisions contained therein; and

         WHEREAS, the Required Lenders have agreed to the requested amendment on
the terms and conditions hereinafter set forth;

         NOW,  THEREFORE,  IN  CONSIDERATION  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

          A.  Amendments.  The Credit  Agreement  is  amended  in the  following
              ----------
          respects:

          1. The  definition of "Apparel Joint Venture" in Section 1.1 is hereby
          amended and restated in its entirety to read as follows:

                           "Apparel  Joint  Venture"  shall  mean  that  certain
                            -----------------------
                  foreign joint venture between a wholly-owned subsidiary of the
                  Borrower,  as the minority holder and Grupo  Industrial  Zaga,
                  S.A. de C.V., as the majority holder (provided,  however, that
                  subsequent  to the date  hereof,  the  Borrower is expected to
                  purchase the remaining interest in this foreign joint venture,
                  and  consequently,  this foreign  joint venture is expected to
                  become an indirect,  wholly-owned  Unrestricted  Subsidiary of
                  the Borrower).

          2.  Section  1.1 is hereby  amended  by  deleting  the  definition  of
          "Collateral Release Date" in its entirety.

          3.  Section  1.1 is hereby  amended by  modifying  the  definition  of
          "Credit  Party  Obligations"  by deleting  the word "and"  immediately
          preceding the phrase "(ii) all  liabilities and  obligations,"  and by
          inserting the following at the end of the definition as item "(iii)":
<PAGE>

                  and (iii) all  liabilities and  obligations  whenever  arising
                  under any trade or commercial letters of credit owing from the
                  Borrower  or any  of its  Subsidiaries  to  any  Lender  in an
                  aggregate  amount for all such letters of credit not to exceed
                  $5,000,000 at any time outstanding.

          4. The definition of "Permitted  Investments" set forth in Section 1.1
          is hereby amended by restating subclause (vii) in its entirety to read
          as follows:

                  (vii) investments in Unrestricted Subsidiaries in an aggregate
                  amount not to exceed  $15,000,000 prior to January 1, 2003 and
                  $20,000,000 from January 1, 2003 and thereafter;

                  The  definition of "Permitted  Investments"  is hereby further
          amended  by  restating  subclause  (ix)  in its  entirety  to  read as
          follows:

                  (ix) until such time that the Apparel Joint Venture becomes an
                  Unrestricted  Subsidiary,  investments  in the  Apparel  Joint
                  Venture  in  an  amount  not  to  exceed   $8,000,000  in  the
                  aggregate; provided that any investments made pursuant to this
                  subclause  (ix) shall  reduce on a dollar for dollar basis the
                  limitation on investments  in  Unrestricted  Subsidiaries  set
                  forth in subclause (vii) above.

          5. Subclause (xi) of the definition of "Permitted  Liens" set forth in
          Section 1.1 is hereby  amended and restated in its entirety to read as
          follows:

                  (xi) Liens on assets of the Apparel Joint  Venture  arising in
                  connection  with  Indebtedness  permitted  pursuant to Section
                  6.1(k)  hereof;  provided,  however that no additional  Liens,
                  other than Liens in favor of the Borrower,  shall be permitted
                  in  connection  with  any  assets  which  are  collateral  for
                  intercompany  Indebtedness of the Apparel Joint Venture to the
                  Borrower.

          6. The  definition  of "Security  Documents"  in Section 1.1 is hereby
          amended  by  inserting   ",  the  Pledge   Agreement  ,  the  Mortgage
          Instruments" immediately following the phrase "shall mean the Security
          Agreement".

          7.  Section 1.1 is hereby  amended by the  addition  of the  following
          definition thereto in the appropriate alphabetical order:

                           "Consolidated  Capital  Expenditures" shall mean, for
                            -----------------------------------
                  any period,  all capital  expenditures of the Borrower and its
                  Restricted  Subsidiaries  on a  consolidated  basis  for  such
                  period,  as  determined  in  accordance  with  GAAP.  The term
                  "Consolidated  Capital Expenditures" shall not include capital
                  expenditures  in  respect  of  the  reinvestment  of  proceeds
                  derived  from  Recovery   Events  and/or  Asset   Dispositions
                  received by the Borrower and its  Restricted  Subsidiaries  to
                  the  extent  that such  reinvestment  is  permitted  under the
                  Credit Documents.

                           "Mortgage Instrument" shall mean a fully executed and
                            -------------------
                  notarized  mortgage,  deed of  trust  or deed to  secure  debt
                  encumbering  the  fee  interest  or  leasehold  interest  in a
                  Mortgaged Property, as such may be amended, modified, restated
                  or supplemented from time to time.

                           "Mortgaged Property" or "Mortgaged  Properties" shall
                            ------------------      ---------------------
                  mean   the   properties   set   forth  on   Schedule   3.19(d)
                                                              ------------------
                  (individually or collectively, as appropriate).



                                       2
<PAGE>

          8. Section 1.1 of the Credit  Agreement is hereby  amended by deleting
          the  definitions of  "Applicable  Percentage"  and "Interest  Coverage
          Ratio" in their entirety and replacing the same with the corresponding
          definitions set forth below:

                           "Applicable  Percentage" shall mean, for any day, the
                            ----------------------
                  rate per annum set forth below opposite the  applicable  Level
                  then in  effect,  it  being  understood  that  the  Applicable
                  Percentage  for (i)  Revolving  Loans and Term Loans which are
                  Alternate  Base Rate Loans shall be the  percentage  set forth
                  under the column  "Alternate  Base Rate  Margin for  Revolving
                  Loans and Term  Loans",  (ii)  Revolving  Loans and Term Loans
                  which are LIBOR Rate Loans shall be the  percentage  set forth
                  under the column "LIBOR Rate Margin for Revolving Loans,  Term
                  Loans and  Letter of Credit  Fee",  (iii) the Letter of Credit
                  Fee shall be the  percentage set forth under the column "LIBOR
                  Rate  Margin  for  Revolving  Loans,  Term Loans and Letter of
                  Credit  Fee";  and  (iv)  the  Commitment  Fee  shall  be  the
                  percentage set forth under the column "Commitment Fee":

<TABLE>
<CAPTION>
                                                              LIBOR Rate
                                            Alternate         Margin for
                                            Base Rate      Revolving Loans,
                 Leverage                   Margin for        Term Loans       Commitment
   Level           Ratio                 Revolving Loans     and Letter of        Fee
                                          and Term Loans      Credit Fee
   ----- ------------------------------- ----------------- ------------------ -------------
<S><C>
   I    greater than 5.00 to 1.0              2.000%            3.250%         .500%

   II   less than or equal to 5.00 to         1.750%            3.000%         .500%
        1.0 but greater than 4.50 to 1.0

   III  less than or equal to 4.50 to         1.500%            2.750%         .500%
        1.0 but greater than 4.00 to 1.0

   IV   less than or equal to 4.00 to         1.250%            2.500%         .500%
        1.0 but greater than 3.50 to 1.0

   V    less than or equal to 3.50 to         1.125%            2.375%         .375%
        1.0 but greater than 3.00 to 1.0

   VI   less than or equal to 3.00 to         1.000%            2.250%         .375%
        1.0 but greater than  2.50 to 1.0

   VII  less than or equal to 2.50 to 1.0     0.875%            2.125%         .250%
</TABLE>


                           The  Applicable  Percentage  shall,  in each case, be
                  determined  and  adjusted  quarterly  on  the  date  five  (5)
                  Business Days after the date on which the Administrative Agent
                  has  received  from  the  Borrower  the  quarterly   financial
                  information and certifications required to be delivered to the
                  Administrative  Agent and the Lenders in  accordance  with the
                  provisions  of Sections  5.1(b) and 5.2(b)  (each an "Interest
                  Determination  Date").  Such  Applicable  Percentage  shall be
                  effective from such Interest Determination Date until the next
                  such  Interest  Determination  Date.  The  initial  Applicable
                  Percentages  shall  be based  on  Level  IV  until  the  first
                  Interest  Determination  Date occurring after the date of this
                  Fourth Amendment. After the date hereof, if the Borrower shall
                  fail  to  provide  the  quarterly  financial  information  and
                  certifications  in accordance  with the provisions of Sections
                  5.1(b)  and  5.2(b),  the  Applicable   Percentage  from  such
                  Interest  Determination  Date  shall,  on the  date  five  (5)


                                       3
<PAGE>

                  Business  Days  after  the date by which the  Borrower  was so
                  required   to   provide   such   financial   information   and
                  certifications to the Administrative Agent and the Lenders, be
                  based  on  Level I until  such  time as such  information  and
                  certifications  are  provided,  whereupon  the Level  shall be
                  determined by the then current Leverage Ratio.

                           "Interest Coverage Ratio" shall mean, with respect to
                            -----------------------
                  the Borrower and its Restricted Subsidiaries on a consolidated
                  basis for the four fiscal  quarter  period  ending on the last
                  day of any fiscal  quarter of the Borrower and its  Restricted
                  Subsidiaries,  the ratio of (a)  Consolidated  EBITDA for such
                  period to (b) Consolidated Interest Expense for such period.

          9. Section  2.7(b)(ii)  is hereby  amended by deleting  the  following
          language  appearing  between  the term  "Asset  Dispositions"  and the
          phrase "in an aggregate amount":

                  (excluding for the purposes hereof,  the Asset  Disposition by
                  the Borrower to the Textile Joint Venture  permitted  pursuant
                  to Section 6.5(a)(vi))

          10.  Section 2.12 is hereby  amended by the addition of the  notation,
          "(a)" at the  beginning  of the first line thereof and by the addition
          of the following provision as subclause "(b)":

                           (b)  Allocation  of Payments  After Event of Default.
                                -----------------------------------------------
                  Notwithstanding  any other provisions of this Credit Agreement
                  to  the  contrary,   after  the   occurrence  and  during  the
                  continuance of an Event of Default,  all amounts  collected or
                  received by the Administrative  Agent or any Lender on account
                  of  the  Credit  Party   Obligations   or  any  other  amounts
                  outstanding under any of the Credit Documents or in respect of
                  the Collateral shall be paid over or delivered as follows:

                                    FIRST,  to the  payment  of  all  reasonable
                           out-of-pocket  costs and expenses  (including without
                           limitation   reasonable   attorneys'   fees)  of  the
                           Administrative Agent in connection with enforcing the
                           rights of the Lenders under the Credit  Documents and
                           any  protective  advances made by the  Administrative
                           Agent  with  respect  to  the  Collateral   under  or
                           pursuant to the terms of the Collateral Documents;

                                    SECOND,  to  payment of any fees owed to the
                           Administrative Agent;

                                    THIRD,  to the  payment  of  all  reasonable
                           out-of-pocket  costs and expenses  (including without
                           limitation,  reasonable  attorneys'  fees) of each of
                           the Lenders in connection  with  enforcing its rights
                           under the Credit  Documents or otherwise with respect
                           to the Credit Party Obligations owing to such Lender;

                                    FOURTH,  to the payment of all of the Credit
                           Party  Obligations  consisting  of  accrued  fees and
                           interest;

                                    FIFTH,  to the  payment  of the  outstanding
                           principal  amount  of the  Credit  Party  Obligations
                           (including the payment or cash  collateralization  of
                           the outstanding LOC Obligations);

                                    SIXTH, to all other Credit Party Obligations
                           and other obligations which shall have become due and
                           payable  under the Credit  Documents or otherwise and
                           not  repaid   pursuant  to  clauses  "FIRST"  through
                           "FIFTH" above; and



                                       4
<PAGE>

                                    SEVENTH,  to the payment of the surplus,  if
                           any, to whoever  may be lawfully  entitled to receive
                           such surplus.

                  In carrying out the foregoing,  (i) amounts  received shall be
                  applied in the numerical  order provided until exhausted prior
                  to application to the next succeeding  category;  (ii) each of
                  the  Lenders  shall  receive  an amount  equal to its pro rata
                  share  (based  on the  proportion  that the  then  outstanding
                  principal  amount of  Credit  Party  Obligations  held by such
                  Lender  bears  to the  aggregate  then  outstanding  principal
                  amount of Credit Party Obligations) of amounts available to be
                  applied  pursuant to clauses  "THIRD",  "FOURTH",  "FIFTH" and
                  "SIXTH"  above;  and  (iii) to the  extent  that  any  amounts
                  available for  distribution  pursuant to clause  "FIFTH" above
                  are   attributable   to  the  issued  but  undrawn  amount  of
                  outstanding  Letters of Credit,  such amounts shall be held by
                  the  Administrative  Agent in a cash  collateral  account  and
                  applied (A) first,  to reimburse the Issuing  Lender from time
                  to time for any drawings  under such Letters of Credit and (B)
                  then,  following the  expiration of all Letters of Credit,  to
                  all  other  obligations  of the  types  described  in  clauses
                  "FIFTH"  and  "SIXTH"  above in the  manner  provided  in this
                  Section 2.12(b).

          11.  Section  3.19 is hereby  amended by  deleting  the word "and" set
          forth in between  "3.19(b)"  and  "3.19(c)",  by  inserting a comma in
          substitution   thereof,   by  inserting   the  phrase  "and   3.19(d)"
          immediately   following  "3.19(c)"  and  by  inserting  the  following
          sentence immediately following the phrase "principal place of business
          of each of the Borrower and its Subsidiaries.":

                  Set  forth  on  Schedule  3.19(d)  is a list of the  Mortgaged
                                  -----------------
                  Properties  of the Borrower and its  Subsidiaries  with street
                  addresses where located.


          12.  Section  5.9(a) is hereby amended and restated in its entirety to
          read as follows:

                  (a) Leverage Ratio.  The Leverage Ratio, as of the last day of
                      --------------
                  each  fiscal  quarter  of  the  Borrower  and  its  Restricted
                  Subsidiaries,  shall be less  than or  equal to the  following
                  during the periods indicated below:

                  Period                                      Ratio
                  ------                                      -----

                  Fourth Quarter of Fiscal Year 2000          4.50 to 1.0

                  First Quarter of Fiscal Year 2001           5.00 to 1.0

                  Second Quarter of Fiscal Year 2001
                  through and including the Third
                  Quarter of Fiscal Year 2001                 5.20 to 1.0

                  Fourth Quarter of Fiscal Year 2001
                  through and including the First
                  Quarter of Fiscal Year 2002                 4.75 to 1.0

                  Second Quarter of Fiscal Year 2002
                  through and including the Third
                  Quarter of Fiscal Year 2002                 4.25 to 1.0



                                       5
<PAGE>

                  Fourth Quarter of Fiscal Year 2002
                  through and including the First
                  Quarter of Fiscal Year 2003                 4.00 to 1.0

                  Second Quarter of Fiscal Year 2003
                  and thereafter                              3.75 to 1.0

          13.  Section  5.9(b) is hereby amended and restated in its entirety to
          read as follows:

                  (b) Senior  Leverage  Ratio.  The Senior Leverage Ratio, as of
                      -----------------------
                  the last day of each fiscal  quarter of the  Borrower  and its
                  Restricted  Subsidiaries,  shall be less  than or equal to the
                  following during the periods indicated below:

                  Period                                      Ratio
                  ------                                      -----

                  Fourth Quarter of Fiscal Year 2000
                  through and including the First
                  Quarter of Fiscal Year 2002                 3.50 to 1.0

                  Second Quarter of Fiscal Year 2002
                  through and including the Third
                  Quarter of Fiscal Year 2002                 3.25 to 1.0

                  Fourth Quarter of Fiscal Year 2002
                  through and including the First
                  Quarter of Fiscal Year 2003                 3.00 to 1.0

                  Second Quarter of Fiscal Year 2003
                  and thereafter                              2.75 to 1.0

          14. Section 5.9(c) is hereby amended by the deletion of Section 5.9(c)
          is its entirety.

          15.  Section  5.9(d) is hereby amended and restated in its entirety to
          read as follows:

                  (d) Interest  Coverage Ratio. The Interest  Coverage Ratio, as
                      ------------------------
                  of the last day of each fiscal quarter of the Borrower and its
                  Restricted Subsidiaries, shall be greater than or equal to the
                  following:

                  Period                                      Ratio
                  ------                                      -----

                  Fourth Quarter of Fiscal Year 2000
                  through and including the Third
                  Quarter of Fiscal Year 2001                 1.90 to 1.0

                  Fourth Quarter of Fiscal Year 2001
                  through and including the Second
                  Quarter of Fiscal Year 2002                 2.00 to 1.0

                  Third Quarter of Fiscal Year 2002
                  and thereafter                              2.25 to 1.0



                                       6
<PAGE>

          16.  Section 5.9 is hereby  amended by the  addition of the  following
          financial covenant as subclause "(e)":

                  (e) Maximum  Consolidated Capital  Expenditures.  Consolidated
                      -------------------------------------------
                  Capital  Expenditures  shall not exceed the dollar  amount set
                  forth below opposite the applicable period (the  "Consolidated
                  Capital Expenditure Limitation"):

                                                          Consolidated Capital
                                Period                   Expenditure Limitation
                                ------                   ----------------------
                           Fiscal year 2001                   $33,000,000
                           Fiscal year 2002                   $37,500,000
                           Fiscal year 2003                   $40,000,000

                  ;  provided,   however,   that  up  to   $15,000,000   of  the
                  Consolidated  Capital  Expenditure   Limitation  not  utilized
                  during  any  fiscal  year  may  be  carried   forward  to  the
                  immediately  following  fiscal year only;  provided,  that the
                                                             --------
                  capital   expenditures   shall   first  be   applied   to  the
                  Consolidated Capital Expenditure Limitation and then to reduce
                  the carry-forward (from the prior fiscal year only).

          17.  Section  5.12 is hereby  amended and  restated in its entirety to
          read as follows:

                           Each Credit  Party  will,  and will cause 100% of the
                  Capital  Stock  of each of its  direct  or  indirect  Domestic
                  Subsidiaries  owned  by such  Credit  Party  and its  Domestic
                  Subsidiaries and 65% of the Capital Stock in each of the first
                  tier  Foreign  Subsidiaries  (other  than  the  Textile  Joint
                  Venture)   owned  by  such  Credit   Party  and  its  Domestic
                  Subsidiaries  and all  personal  property  and  real  property
                  (unless otherwise agreed to by the Administrative Agent) owned
                  by each of such  Persons to be subject at all times to a first
                  priority,  perfected  Lien (subject to Permitted  Liens and in
                  the case of  Foreign  Subsidiaries,  applicable  foreign  laws
                  regarding  security interest and perfection  matters) in favor
                  of  the  Administrative   Agent  pursuant  to  the  terms  and
                  conditions  of the Security  Documents or such other  security
                  documents as the Administrative  Agent may reasonably request.
                  Each  Credit  Party  shall,   and  shall  cause  each  of  its
                  Subsidiaries  (other  than the Textile  Joint  Venture and the
                  Apparel Joint  Venture) to, adhere to the covenants  regarding
                  the location of personal property as set forth in the Security
                  Documents.

          18. The following affirmative covenant is inserted as "Section 5.15":

                  Section 5.15   Further Assurances.
                                 ------------------

                  (a) Real Property Collateral.  As soon as practicable,  but in
                      ------------------------
                  any event on or before  April 30,  2001,  the Agent shall have
                  received, in form and substance satisfactory to the Agent:

                                    (i) a title  report  obtained  by the Credit
                           Parties  in   respect   of  each  of  the   Mortgaged
                           Properties;

                                    (ii)   with   respect   to  each   Mortgaged
                           Property,  ALTA mortgagee  title  insurance  policies
                           issued  by  a  title   insurance   company   mutually
                           acceptable   to  the  Agent  and  the  Borrower  (the
                           "Mortgage  Policies"),  in amounts  not less than the
                           --------------------

                                       7
<PAGE>

                           respective  amounts  designated  in Schedule  3.19(d)
                                                               -----------------
                           with respect to any  particular  Mortgaged  Property,
                           assuring   the  Agent  that  each  of  the   Mortgage
                           Instruments  creates  a valid and  enforceable  first
                           priority  mortgage lien on the  applicable  Mortgaged
                           Property,   free  and  clear  of  all   defects   and
                           encumbrances  except Permitted Liens,  which Mortgage
                           Policies  shall be in form and  substance  reasonably
                           satisfactory  to the  Agent  and  shall  provide  for
                           affirmative  insurance  and such  reinsurance  as the
                           Agent may reasonably request, all of the foregoing in
                           form and  substance  reasonably  satisfactory  to the
                           Agent;

                                    (iii) maps or plats of an as-built survey of
                           the sites of the  Mortgaged  Properties  certified to
                           the Agent and the Title Insurance Company in a manner
                           reasonably   satisfactory  to  them,   dated  a  date
                           reasonably  satisfactory to each of the Agent and the
                           Title    Insurance    Company   by   an   independent
                           professional   licensed  land   surveyor   reasonably
                           satisfactory  to each  of the  Agent  and  the  Title
                           Insurance  Company,  which  maps  or  plats  and  the
                           surveys on which they are based  shall be  sufficient
                           to  delete  any  standard  printed  survey  exception
                           contained in the applicable  title policy and be made
                           in  accordance  with  the  Minimum   Standard  Detail
                           Requirements   for   Land   Title   Surveys   jointly
                           established  and adopted by the  American  Land Title
                           Association  and the  American  Congress on Surveying
                           and  Mapping  in  1992,  and,  without  limiting  the
                           generality of the foregoing,  there shall be surveyed
                           and  shown  on  such  maps,   plats  or  surveys  the
                           following: (A) the locations on such sites of all the
                           buildings,  structures and other improvements and the
                           established  building setback lines; (B) the lines of
                           streets abutting the sites and width thereof; (C) all
                           access and other  easements  appurtenant to the sites
                           necessary to use the sites; (D) all roadways,  paths,
                           driveways,  easements,  encroachments and overhanging
                           projections  and similar  encumbrances  affecting the
                           site,  whether  recorded,  apparent  from a  physical
                           inspection  of the  sites or  otherwise  known to the
                           surveyor;  (E)  any  encroachments  on any  adjoining
                           property by the building  structures and improvements
                           on the  sites;  and (F) if the site is  described  as
                           being on a filed map, a legend relating the survey to
                           said map; and

                                    (iv) with respect to the Mortgaged  Property
                           located  at  200  Port  Centre  Parkway,  Portsmouth,
                           Virginia  and leased to the  Borrower,  the  Borrower
                           agrees to use all commercially  reasonable efforts to
                           grant to the Agent a first lien and security interest
                           in all of the Borrower's right, title and interest in
                           such Mortgaged Property. In addition, with respect to
                           the  following  Mortgaged  Properties,  the  Borrower
                           agrees to use all commercially  reasonable efforts to
                           obtain  an  estoppel  certificate  from the  landlord
                           under the  applicable  lease  whereby  such  landlord
                           consents  to the  granting  of  the  first  lien  and
                           security  interest  in all of the  Borrower's  right,
                           title and  interest in such  Mortgaged  Property  and
                           confirms that the  applicable  lease is in full force
                           and effect  and is  otherwise  in form and  substance
                           reasonably  satisfactory  to the Agent:  (i) 200 Port
                           Centre  Parkway,  Portsmouth,  Virginia  and (ii) 730
                           Middle Creek Road, Sevierville, Tennessee.

                           (b)  Environmental  Reports.  As soon as practicable,
                                ----------------------
                  but in any event on or before April 30, 2001,  the Agent shall
                  have  received  environmental  reviews with respect to each of
                  the  Mortgaged  Properties  in scope  and  content  reasonably
                  satisfactory to the Agent.



                                       8
<PAGE>

          19.  Section  6.1(i) is hereby amended and restated in its entirety to
          read as follows:

                  (i) Indebtedness and obligations under factoring  arrangements
                  in respect of accounts owing by foreign  account debtors in an
                  aggregate amount not to exceed $1,000,000; and

          20.  Section  6.1(k) is hereby  amended by deleting the words "Textile
          Joint  Venture" and by inserting the words  "Apparel Joint Venture" in
          substitution thereof.

          21. Section 6.3 is hereby amended by deleting the words "Textile Joint
          Venture"  and by  inserting  the  words  "Apparel  Joint  Venture"  in
          substitution thereof.

          22. Section 6.5(a) is hereby  amended by deleting  subsection  (vi) in
          its entirety and by inserting the following in substitution  therefor,
          "(vi) the dissolution,  liquidation or winding up of the Textile Joint
          Venture;"  and  by  inserting  the  following   language   immediately
          following the phrase "in the form of cash or Cash Equivalents;":

                  provided,  further,  that  with  respect  to sales  of  assets
                  --------   -------
                  permitted  hereunder only, the  Administrative  Agent shall be
                  entitled,  without the  consent of the  Required  Lenders,  to
                  release its Liens relating to the particular assets sold;

          23.   Section  6.5(b)  is  hereby  amended  by  deleting  the  phrase,
          "$25,000,000 in any fiscal year" and inserting the following  language
          in substitution thereof:

                  $5,000,000  in  fiscal  year  2001;  $5,000,000  in the  first
                  quarter of fiscal year 2002 through and  including  the second
                  quarter of fiscal year 2002;  $10,000,000 in fiscal year 2002;
                  and  $15,000,000  in fiscal year 2003;  provided  further that
                  prior to December 31, 2001 any  acquisitions  made pursuant to
                  this proviso  during such time shall  reduce the  Consolidated
                  Capital Expenditure Limitation set forth in Section 5.9(e) for
                  such fiscal year on a dollar for dollar basis.

          24. Section 6.7 is hereby amended and restated in its entirety to read
          as follows:

                           Except (i) as  permitted  in  subsection  (iv) of the
                  definition  of  Permitted  Investments,  (ii)  in the  case of
                  transactions  between  the  Borrower  and  the  Apparel  Joint
                  Venture and (iii)  otherwise to an extent not judged  material
                  by the Required Lenders in their discretion, the Borrower will
                  not,  nor will it permit  any  Subsidiary  to,  enter into any
                  transaction or series of  transactions,  whether or not in the
                  ordinary  course  of  business,  with any  officer,  director,
                  shareholder  or Affiliate  other than on terms and  conditions
                  substantially  as  favorable  as  would  be  obtainable  in  a
                  comparable  arm's-length  transaction with a Person other than
                  an officer, director, shareholder or Affiliate.



                                       9
<PAGE>

          25. Section 6.8 is hereby amended and restated in its entirety to read
          as follows:

                           The  Borrower  will  not,  nor  will  it  permit  any
                  Subsidiary  to,  create,  form or  acquire  any  Subsidiaries,
                  except  for   Domestic   Subsidiaries   which  are  joined  as
                  Additional Credit Parties in accordance with the terms hereof;
                  provided,  however,  if no Default  or Event of Default  shall
                  have occurred or be continuing or would result therefrom,  the
                  Borrower  may  acquire  the  remaining  portion of the Apparel
                  Joint Venture,  which shall become a Foreign  Subsidiary which
                  is  an  Unrestricted   Subsidiary  for  purposes  hereof.  The
                  Borrower will not sell, transfer,  pledge or otherwise dispose
                  of any Capital  Stock or other equity  interests in any of its
                  Subsidiaries,  nor will it permit any of its  Subsidiaries  to
                  issue, sell,  transfer,  pledge or otherwise dispose of any of
                  their  Capital  Stock or other equity  interests,  except in a
                  transaction permitted by Section 6.5; provided,  however, that
                  so long as no Default or Event of Default  shall have occurred
                  and be continuing or would result therefrom,  the Borrower, at
                  its election,  shall be permitted to transfer or contribute to
                  Dan River B.V., a Netherlands  corporation,  the Capital Stock
                  of (i) the Apparel Joint Venture, a Mexican corporation,  (ii)
                  Textiles  Vega de  Madero  S.  de  R.L.  de  C.V.,  a  Mexican
                  corporation,  (iii)  Maquilas  Pinnacle S. de R.L. de C.V.,  a
                  Mexican corporation,  (iv) Servicioas Corporaciones S. de R.L.
                  de C.V., a Mexican corporation and (v) Adsercorp S. de R.L. de
                  C.V., a Mexican corporation.

          26.  Section  6.11 is hereby  amended and  restated in its entirety to
          read as follows:

                           The  Borrower  will  not,  nor  will  it  permit  any
                  Subsidiary to, directly or indirectly, declare, order, make or
                  set apart any sum for or pay any  Restricted  Payment,  except
                  (a) to make  dividends  payable  solely  in the same  class of
                  Capital Stock of such Person,  (b) to make  dividends or other
                  distributions   payable  to  any  Credit  Party  (directly  or
                  indirectly through Subsidiaries),  (c) as permitted by Section
                  6.5(a)(vi)  and Section 6.12 and (d) provided  that no Default
                  or Event of Default has  occurred  and is  continuing  at such
                  time or would be  directly  or  indirectly  caused as a result
                  thereof,  the  Borrower may pay cash  dividends or  repurchase
                  shares of its  Capital  Stock in an  aggregate  amount  not to
                  exceed $5,000,000 in any fiscal year; provided,  however, that
                  notwithstanding  the provisions of subclause (d), the Borrower
                  shall not be permitted to pay any cash dividends or repurchase
                  any shares of its  Capital  Stock  during  fiscal year 2001 or
                  fiscal year 2002.

          27.  Section  6.12 is hereby  amended by deleting  the words  "Textile
          Joint  Venture" and by inserting the words  "Apparel Joint Venture" in
          substitution thereof.

          28. Schedule  3.19(a) and Schedule 3.19(b) are hereby deleted in their
              -----------------     ----------------
          entirety  and  replaced,   respectively,  with  Schedule  3.19(a)  and
                                                          -----------------
          Schedule 3.19(b) attached hereto.
          ----------------

          B. Amended Terms.  The term "Credit  Agreement" as used in each of the
             -------------
Credit  Documents shall  hereafter mean the Credit  Agreement as amended by this
Fourth Amendment.  Except as modified hereby, all of the terms and provisions of
the Credit Agreement (and Exhibits) remain in full force and effect.

          C.  Representations  and  Warranties  of Credit  Parties.  Each of the
              ----------------------------------------------------
Credit Parties hereby represents and warrants as follows:

                  (a) The  representations  and warranties  contained in Article
         III of the Credit Agreement are correct in all material respects on and
         as of the date hereof as though made on and as of such date (except for
         those  which  expressly  relate to an  earlier  date) and after  giving
         effect to the amendments contained herein.



                                       10
<PAGE>

                  (b) No  Default  or Event of  Default  exists on and as of the
         date hereof and after giving effect to the amendments contained herein.

                  (c) It has the  corporate  power and  authority to execute and
         deliver this Fourth Amendment and to perform its obligations  hereunder
         and  has  taken  all  necessary   corporate  action  to  authorize  the
         execution, delivery and performance by it of this Fourth Amendment.

                  (d) It has duly executed and delivered this Fourth  Amendment,
         and this  Fourth  Amendment  constitutes  its legal,  valid and binding
         obligation enforceable in accordance with its terms.

          D. Closing  Conditions.  This Fourth  Amendment shall become effective
             -------------------
upon the satisfaction of the following conditions precedent:

                  (a)  Execution  of  Documents.  The Agent shall have  received
                       ------------------------
         executed  copies of this Fourth  Amendment,  the  Amended and  Restated
         Security Agreement and the Pledge Agreement, each in form and substance
         reasonably acceptable to the Agent in its sole discretion.

                  (b)  Authority  Documents.  The Agent shall have  received the
                       --------------------
         following:


                           (i) Articles of Incorporation. Copies of the articles
                               -------------------------
                  of incorporation or other charter documents, as applicable, of
                  each Credit  Party  certified  to be true and complete as of a
                  recent date by the appropriate  governmental  authority of the
                  state of its incorporation.

                           (ii) Resolutions.  Copies of resolutions of the board
                                -----------
                  of directors of each Credit Party  approving and adopting this
                  Fourth Amendment,  the Amended and Restated Security Agreement
                  and the Pledge  Agreement  and the  transactions  contemplated
                  therein  and  authorizing   execution  and  delivery  thereof,
                  certified  by an officer of such  Credit  Party as of the date
                  hereof to be true and  correct  and in force and  effect as of
                  such date.

                           (iii)  Bylaws.  A copy of the  bylaws of each  Credit
                                  ------
                  Party  certified  by an officer of such Credit Party as of the
                  date  hereof to be true and correct and in force and effect as
                  of such date.

                           (iv) Good  Standing.  Copies of (i)  certificates  of
                                --------------
                  good standing, existence or its equivalent with respect to the
                  each  Credit  Party  certified  as of a  recent  date  by  the
                  appropriate   governmental   authorities   of  the   state  of
                  incorporation  and each other state in which the failure to so
                  qualify and be in good standing  could  reasonably be expected
                  to  have  a  Material   Adverse  Effect  on  the  business  or
                  operations of the Borrower and its  Subsidiaries in such state
                  and (ii) a  certificate  indicating  payment of all  corporate
                  franchise   taxes  certified  as  of  a  recent  date  by  the
                  appropriate   governmental   taxing   authorities   from  each
                  jurisdiction  in which the failure to pay such franchise taxes
                  could reasonably be expected to have a Material Adverse Effect
                  on  the  business  or  operations  of  the  Borrower  and  its
                  Subsidiaries in such jurisdiction.

                           (v)  Incumbency.  An incumbency  certificate  of each
                                ----------
                  Credit Party  certified by a secretary or assistant  secretary
                  to be true and correct as of the date hereof  substantially in
                  the form of Schedule 4.1(b) to the Credit Agreement.
                              ---------------



                                       11
<PAGE>

                  (c) Legal Opinions of Counsel.  The Agent shall have received,
                      -------------------------
         in form and substance reasonably satisfactory to the Agent:

                           (i) an opinion of King &  Spalding,  counsel  for the
                  Credit  Parties,  dated as of the date hereof and addressed to
                  the Agent and the Lenders; and

                           (ii)  local  counsel  opinions  with  regard  to  the
                  enforceability of the Mortgage Instruments and matters related
                  thereto  from  counsel  for  the  Credit  Parties  located  in
                  Georgia,  New York,  Tennessee and  Virginia,  dated as of the
                  date hereof and addressed to the Agent and the Lenders.

                  (d)  Personal  Property  Collateral.   The  Agent  shall  have
                       ------------------------------
         received, in form and substance reasonably satisfactory to the Agent:

                           (i)  searches of Uniform  Commercial  Code filings in
                  the  jurisdiction of the chief executive office of each Credit
                  Party and each jurisdiction where any Collateral is located or
                  where a filing  would need to be made in order to perfect  the
                  Agent's  security  interest in the  Collateral,  copies of the
                  financing   statements  on  file  in  such  jurisdictions  and
                  evidence that no Liens exist other than Permitted Liens;

                           (ii) duly executed UCC financing  statements for each
                  appropriate  jurisdiction as is necessary, in the Agent's sole
                  discretion,  to perfect the Agent's  security  interest in the
                  Collateral; and

                           (iii) in the case of any personal property Collateral
                  located at premises  leased by a Credit  Party,  such estoppel
                  letters,  consents and waivers from the landlords on such real
                  property  as may be  reasonably  required  by the  Agent  on a
                  reasonable "best efforts" basis.

                  (e) Real Property  Collateral.  The Agent shall have received,
                      -------------------------
         in form and substance reasonably satisfactory to the Agent:

                           (i) fully executed and notarized mortgages,  deeds of
                  trust  or  deeds  to  secure  debt  (each,  as the same may be
                  amended, modified, restated or supplemented from time to time,
                  a  "Mortgage   Instrument"  and   collectively  the  "Mortgage
                      ---------------------                             --------
                  Instruments")  encumbering  the  fee  interest  and  leasehold
                  -----------
                  interest in the material properties listed in Schedule 3.19(d)
                                                                ----------------
                  as  properties  owned or leased by the Credit  Parties (each a

                  "Mortgaged   Property"   and   collectively   the   "Mortgaged
                   --------------------                                ---------
                  Properties"); and
                  ----------

                           (ii)   evidence  as  to  (A)  whether  any  Mortgaged
                  Property is in an area  designated  by the  Federal  Emergency
                  Management Agency as having special flood or mud slide hazards
                  (a "Flood Hazard Property") and (B) if any Mortgaged  Property
                      ---------------------
                  is a Flood Hazard Property, (1) whether the community in which
                  such  Mortgaged  Property is located is  participating  in the
                  National Flood Insurance  Program,  (2) the applicable  Credit
                  Party's   written   acknowledgment   of   receipt  of  written
                  notification  from  the  Agent  (a) as to the fact  that  such
                  Mortgaged  Property is a Flood  Hazard  Property and (b) as to
                  whether the community in which each such Flood Hazard Property
                  is located is  participating  in the National Flood  Insurance
                  Program and (3) copies of insurance  policies or  certificates
                  of insurance of the Borrower and its  Subsidiaries  evidencing
                  flood  insurance  reasonably  satisfactory  to the  Agent  and
                  naming the Agent as sole loss payee on behalf of the Lenders.



                                       12
<PAGE>

                  (f) Amendment  Fee. The Borrower  shall have paid an amendment
                      --------------
         fee to each Lender  approving  this Fourth  Amendment  on or before the
         date hereof in the amount of .25% of such Lender's Commitment.

          E. Costs and Expenses. The Borrower agrees to pay all reasonable costs
             ------------------
and expenses of the Agent in  connection  with the  preparation,  execution  and
delivery of this Fourth Amendment,  including,  without limitation, the fees and
expenses of Moore & Van Allen, PLLC.

          F.  Acknowledgment  of  Guarantors.  The  Guarantors  acknowledge  and
              ------------------------------
consent to all of the terms and  conditions  of this Fourth  Amendment and agree
that this Fourth Amendment and all documents executed in connection  herewith do
not operate to reduce or discharge the Guarantors'  obligations under the Credit
Agreement or the other Credit Documents.  The Guarantors further acknowledge and
agree that the Guarantors have no claims, counterclaims, offsets, or defenses to
the  Credit  Documents  and  the  performance  of  the  Guarantors'  obligations
thereunder or if the Guarantors did have any such claims, counterclaims, offsets
or defenses to the Credit  Documents  or any  transaction  related to the Credit
Documents,   the  same  are  hereby   waived,   relinquished   and  released  in
consideration  of the Required  Lenders'  execution  and delivery of this Fourth
Amendment.

          G.  Counterparts.  This Fourth Amendment may be executed in any number
              ------------
of counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Fourth  Amendment
to produce or account for more than one such counterpart.

          H. Governing Law. This Fourth Amendment and the Credit  Agreement,  as
             -------------
amended hereby, shall be deemed to be contracts made under, and for all purposes
shall be construed in accordance with the laws of the State of North Carolina.


                                       13
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Fourth  Amendment to be duly  executed and  delivered as of the date and
year first above written.


BORROWER:                                   DAN RIVER, INC.,
--------
                                            a Georgia corporation


                                            By: /s/ Denise Laussade
                                               ---------------------------------
                                                  Name: Denise Laussade
                                                  Title: Vice President-Finance


GUARANTORS:                                 THE BIBB COMPANY,
-----------
                                            a Delaware corporation


                                            By: /s/ Denise Laussade
                                               ---------------------------------
                                                  Name: Denise Laussade
                                                  Title: Vice President-Finance


                                            DAN RIVER FACTORY STORES, INC.,
                                            a Georgia corporation


                                            By: /s/ Denise Laussade
                                               ---------------------------------
                                                  Name: Denise Laussade
                                                  Title: Vice President-Finance





                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

AGENTS AND LENDERS:                         FIRST UNION NATIONAL BANK,
------------------
                                            as Administrative Agent and as
                                            a Lender


                                            By: /s/ Roger Pelz
                                               ---------------------------------
                                                    Name: Roger Pelz
                                                    Title: Senior Vice President

                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                            BANK ONE,
                                            formerly The First National Bank of
                                            Chicago, as Syndication Agent and as
                                            a Lender


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

                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                          WACHOVIA BANK, N.A.,
                                          as Documentation Agent and as a Lender


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

                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

LENDERS:                                    SUNTRUST BANK,
                                            as a Lender


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


                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                            THE BANK OF NOVA SCOTIA,
                                            as a Lender


                                            By: /s/ Todd S. Meller
                                               ---------------------------------
                                                     Name:  Todd S. Meller
                                                     Title: Managing Director


                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                        COMERICA BANK,
                                        as a Lender


                                        By: /s/ Danielle N. Butler
                                           ---------------------------------
                                                 Name:  Danielle N. Butler
                                                 Title: Assistant Vice President


                                                         Fourth Amendment to
                                                  Dan River Credit Agreement
<PAGE>

                                            COOPERATIVE CENTRALE RAIFFEISEN-
                                            BOERENLEENBANK B.A. "RABOBANK
                                            NEDERLAND", NEW YORK BRANCH,
                                            as a Lender


                                            By: /s/ Hans Breukhoven
                                               ---------------------------------
                                                     Name:  Hans Breukhoven
                                                     Title: Vice President

                                            By: /s/ Thomas R. Stevens
                                               ---------------------------------
                                                     Name:  Thomas R. Stevens
                                                     Title: Managing Director



                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                       CENTURA BANK,
                                       as a Lender


                                       By: /s/ Robert E. Hammersley, Jr.
                                          ---------------------------------
                                                Name: Robert E. Hammersley, Jr.
                                                Title: Bank Officer




                                                        Fourth Amendment to
                                                 Dan River Credit Agreement
<PAGE>

                                        FLEET BANK, N.A.,
                                        as a Lender


                                        By: /s/ David Rodriguez
                                           ---------------------------------
                                                 Name: David Rodriguez
                                                 Title: Assistant Vice President


                                                         Fourth Amendment to
                                                  Dan River Credit Agreement
<PAGE>

                                            ABN AMRO BANK N.V.,
                                            as a Lender


                                            By: /s/ Arthur N. Traver
                                                --------------------------------
                                                    Name:  Arthur N. Traver
                                                    Title: Group Vice President




                                            By: /s/ Mary L. Honda
                                                --------------------------------
                                                    Name:  Mary L. Honda
                                                    Title: Group Vice President





                                                             Fourth Amendment to
                                                      Dan River Credit Agreement


<PAGE>

                                        THE BANK OF NEW YORK,
                                        as a Lender


                                        By: /s/ Thomas J. McCormick
                                            ------------------------------------
                                                Name:  Thomas J. McCormick
                                                Title: Assistant Vice President


                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                            NATIONAL BANK OF CANADA,
                                            as a Lender


                                            By:/s/ John D. Scott
                                               ---------------------------------
                                                     Name:  John D. Scott
                                                     Title: Vice President






                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                            SOUTHTRUST BANK, N.A.,
                                            as a Lender


                                            By:/s/ E. Bradley Jones
                                               ---------------------------------
                                                    Name:  E. Bradley Jones
                                                    Title: Group Vice President


                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                            NATIONAL CITY BANK,
                                            as a Lender


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


                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                            APEX (IDM) DCO I, LTD.,
                                            as a Lender


                                            By:  /s/ Amos Benson
                                               ---------------------------------
                                                     Name:  Amos Benson
                                                     Title: Vice President



                                                             Fourth Amendment to
                                                      Dan River Credit Agreement
<PAGE>

                                SCHEDULE 3.19(a)

                            LOCATION OF REAL PROPERTY

                                 (see attached)
<PAGE>

                                SCHEDULE 3.19(b)

                             LOCATION OF COLLATERAL

                                 (see attached)
<PAGE>

                                SCHEDULE 3.19(d)

                              MORTGAGED PROPERTIES

FEE OWNED PROPERTY
------------------
<TABLE>
<CAPTION>

Name                                                          Address
----                                                          -------
<S>                                                           <C>
Schoolfield Complex                                           1001 West Main Street, Danville, VA 24541
                                                              (City of Danville)

Piedmont Plant                                                922 Memorial Drive, Danville, VA 24541
                                                              (City of Danville)

Executive Building                                            2291 Memorial Drive, Danville, VA 24541
                                                              (City of Danville)

Hylton Hall                                                   700 Lanier Avenue, Danville, VA 24541
                                                              (City of Danville)

Main Office Building                                          115 Dan River Road, Danville, VA 24541
                                                              (City of Danville)

Big Sale Warehouse                                            1750 South Main Street, Danville, VA 24541
                                                              (City of Danville)

Riverpointe Accessory Plant                                   201 Stinson Drive, Danville, VA 24541
                                                              (City of Danville)

Riverpointe Distribution Center                               202 Stinson Drive, Danville, VA 24541
                                                              (City of Danville)

Graphics Building                                             203 Stinson Drive, Danville, VA 24541
                                                              (City of Danville)

Brookneal Plant                                               813 Lynchburg Avenue, Brookneal, VA 24528
                                                              (Campbell County)

Brookneal Plant #2                                            103 Booker Road, Brookneal, VA 24528
                                                              (Campbell County)

Offray Plant                                                  255 Stinson Drive, Danville, VA 24541
(subject to existing first lien deed of trust)                (City of Danville)

Harris Plant                                                  1843 Jack McKinney Road, Rutherfordton, NC 28139
                                                              (Rutherfordton County)

Glenn Plant                                                   Highway 52 South, Morven, NC 28119
                                                              (Anson County)

White Horse Plant                                             2721 White Horse Road, Greenville, SC 29611
                                                              (Greenville County)

Porterdale Plant                                              1 Osmundy Street, Porterdale, GA 30070
                                                              (Newton County)

Ft. Valley Plant                                              Highway 341, Ft. Valley, GA 31030
                                                              (Peach County)

Camellia Plant/Distribution Center                            105 Camellia Plant Road, Julietta, GA 31046
                                                              (Monroe County)

Arnco Plant                                                   50 Bibb Drive, Newnan, GA 30263
                                                              (Coweta County)
</TABLE>


<PAGE>

LEASEHOLD PROPERTY
------------------
<TABLE>
<CAPTION>
Tenant/Landlord                                               Address
---------------                                               -------
<S>                                                           <C>
Dan River Inc./City of Sevierville                            730 Middle Creek Road, Sevierville, TN  37862

Dan River Inc. Import Specialty                               200 Port Centre Parking, Portsmouth, VA  23523
Products Group/Gerdan International, Inc.*
</TABLE>



--------
* post-closing