Exhibit 10.1

                               SECOND AMENDMENT TO
                           CREDIT AGREEMENT AND WAIVER


     THIS SECOND  AMENDMENT TO CREDIT  AGREEMENT AND WAIVER dated as of June 29,
1999 (the  "Amendment")  is  entered  into  among  Worldtex,  Inc.,  a  Delaware
corporation  (the  "Borrower"),  the Domestic  Subsidiaries of the Borrower,  as
Guarantors,  the Lenders party  thereto and  NationsBank,  N.A.,  as Agent.  All
capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings given to such terms in the Credit Agreement (as defined below).

                                    RECITALS
                                    --------

     WHEREAS,  the Borrower,  the Guarantors,  the Lenders and the Agent entered
into that certain Credit  Agreement  dated as of December 1, 1997, as amended by
that certain First Amendment to Credit  Agreement dated as of March 29, 1999 (as
further amended and modified from time to time, the "CREDIT AGREEMENT");

     WHEREAS,  the  Borrower  acknowledges  that an Event of  Default  currently
exists under the Credit  Agreement (the  "EXISTING  DEFAULT") as a result of the
failure of the Borrower and its Domestic  Subsidiaries  to comply with the terms
of Section 7.9(c) of the Credit  Agreement as of the fiscal quarter ending March
31, 1999;

     WHEREAS,  the Borrower has  requested  that the Lenders  waive the Existing
Default and continue to make  available to the Borrower the Loans provided under
the Credit Agreement;

     WHEREAS,  the Lenders are willing to waive the Existing  Default subject to
the terms and conditions specified in this Amendment;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.  REAFFIRMATION  OF EXISTING  DEBT. The Credit  Parties  acknowledge  and
confirm  (a)  that  the  Agent,  on  behalf  of the  Lenders,  has a  valid  and
enforceable  first priority  security  interest in the Collateral,  (b) that the
Borrower's obligation to repay the outstanding principal amount of the Loans and
reimburse  the  Issuing  Lender  for  any  drawing  on a  Letter  of  Credit  is
unconditional  and not subject to any offsets,  defenses or  counterclaims,  (c)
that, to the best of their  knowledge,  the Agent and the Lenders have performed
fully all of their  respective  obligations  under the Credit  Agreement and the
other Credit Documents,  and (d) by entering into this Amendment, the Lenders do
not waive (except as  specifically  provided in Section 2 hereof) or release any
term or condition of the Credit  Agreement or any of the other Credit  Documents
or any of their rights or remedies under such Credit Documents or applicable law
or any of the obligations of any Credit Party thereunder.

<PAGE>

     2. WAIVER. Subject to the other terms and conditions of this Amendment, the
Agent and the Lenders hereby waive the Existing  Default.  Except for the waiver
contained  herein,  this Amendment does not modify or affect the  obligations of
the Credit  Parties to comply  fully with all terms,  conditions  and  covenants
contained in the Credit Documents. This waiver is limited solely to the Existing
Default as of the date thereof, and nothing contained in this Amendment shall be
deemed to  constitute  a waiver of any other rights or remedies the Agent or any
Lender may have under the Credit  Agreement  or any other  Credit  Documents  or
under applicable law.

     3.  AMENDED DEFINITION.

         (a) The  definition of "CURRENT  RATIO" set forth in Section 1.1 of the
     Credit  Agreement is hereby amended and restated in its entirety to read as
     follows:

         "CURRENT  RATIO" means, as of the last day of any fiscal quarter of the
     Borrower,   with  respect  to  the  Borrower  and  its  Subsidiaries  on  a
     consolidated  basis,  the ratio of  Current  Assets on such day to  Current
     Liabilities on such day.

     4. CURRENT RATIO.  Section 7.9(c) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

         (a)  CURRENT  RATIO.  There  shall be  maintained  with  respect to the
     Borrower and its Subsidiaries as of the end of each fiscal quarter to occur
     during the periods shown, a Current Ratio greater than:

         (i) From April 1, 1999 to and  including  March 30, 2000,  2.35 to 1.0;
     and

         (ii) From March 31, 2000 and thereafter, 2.75 to 1.0.

     5. CONDITIONS PRECEDENT.  The effectiveness of this Amendment is subject to
the satisfaction of each of the following conditions:

         (a)  The  Agent  shall  have  received  original  counterparts  of this
     Amendment  duly executed by the Borrower,  the  Guarantors and the Required
     Lenders; and

         (b) The Agent shall have  received  an opinion  from the counsel to the
     Credit  Parties as to authority,  enforceability  and such other matters as
     may be required by the Agent.

     6.  MISCELLANEOUS.

         (a) The term "Credit Agreement" as used in each of the Credit Documents
     shall  hereafter  mean the Credit  Agreement as amended by this  Amendment.
     Except  as  herein  specifically  agreed,  the  Credit  Agreement,  and the
     obligations  of the Credit  Parties  thereunder  and under the other Credit
     Documents, are hereby ratified and confirmed and shall remain in full force
     and effect according to their terms.

<PAGE>

         (b) The Borrower and the  Guarantors,  as applicable,  affirm the liens
     and security  interests created and granted in the Credit Agreement and the
     Credit Documents and agree that this Amendment shall in no manner adversely
     affect or impair such liens and security interests.

         (c) The Borrower and the  Guarantors  hereby  represent  and warrant as
     follows:

         (i) Each Credit Party has taken all  necessary  action to authorize the
     execution, delivery and performance of this Amendment.

         (ii) This  Amendment has been duly executed and delivered by the Credit
     Parties  and  constitutes  each of the  Credit  Parties'  legal,  valid and
     binding  obligations,  enforceable in accordance with its terms,  except as
     such   enforceability  may  be  subject  to  (i)  bankruptcy,   insolvency,
     reorganization,  fraudulent  conveyance or transfer,  moratorium or similar
     laws affecting  creditors' rights generally and (ii) general  principles of
     equity  (regardless  of whether  such  enforceability  is  considered  in a
     proceeding at law or in equity).

         (iii) No  consent,  approval,  authorization  or order of,  or  filing,
     registration or qualification with, any court or governmental  authority or
     third party is  required  in  connection  with the  execution,  delivery or
     performance by any Credit Party of this Amendment.

         (d) The Credit  Parties  represent  and warrant to the Lenders that (i)
     the  representations  and  warranties  of the Credit  Parties  set forth in
     Section 6 of the Credit  Agreement  and in each other  Credit  Document are
     true and  correct as of the date  hereof with the same effect as if made on
     and as of the date hereof,  except to the extent such  representations  and
     warranties  expressly relate solely to an earlier date and (ii) no unwaived
     event has  occurred and is  continuing  which  constitutes  a Default or an
     Event of Default.

         (e) The Guarantors (i)  acknowledge and consent to all of the terms and
     conditions of this Amendment,  (ii) affirm all of their  obligations  under
     the Credit  Documents and (iii) agree that this 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.

         (f) This Amendment may be executed in any number of counterparts,  each
     of which when so executed and  delivered  shall be an original,  but all of
     which shall constitute one and the same instrument. Delivery of an executed
     counterpart of this Amendment by telecopy shall be effective as an original
     and shall  constitute a representation  that an executed  original shall be
     delivered.

<PAGE>

         (g) THIS  AMENDMENT  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
     HEREUNDER  SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
     WITH THE LAWS OF THE STATE OF NORTH CAROLINA.

                  [remainder of page intentionally left blank]

<PAGE>

     Each of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written.


                                    WORLDTEX, INC., a Delaware corporation


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________


                                    REGAL MANUFACTURING COMPANY, INC., a
                                    Delaware corporation


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________


                                    ELASTIC CORPORATION OF AMERICA, INC., a
                                    Delaware corporation


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________


                                    WTX COLOMBIA II, INC., a Delaware
                                    corporation


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________


                                    WTX COLOMBIA I, INC., a Delaware corporation


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________


                             [SIGNATURES CONTINUE]

<PAGE>

                                    WILLCOX & GIBBS FILIX OF DELAWARE, INC., a
                                    Delaware corporation


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________


                                    REGAL YARNS OF ARGENTINA, INC., a North
                                    Carolina corporation


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________


                                    NATIONSBANK, N.A., individually in its
                                    capacity as a Lender and in its capacity as
                                    the Agent


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________


                                    BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                                    ASSOCIATION


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________


                                    BANQUE NATIONALE DE PARIS


                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________