<PAGE>
                                                                   EXHIBIT 10.38


              FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
                                    AGREEMENT


         THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Fifth Amendment") is dated as of August 30, 2002 among AVONDALE MILLS,
INC. (the "Borrower"), the BANKS listed on the signature pages hereof
(collectively, the "Banks"), and WACHOVIA BANK, NATIONAL ASSOCIATION as Agent
(the "Agent");


                              W I T N E S S E T H :

         WHEREAS, the Borrower, the Agent and the Banks executed and delivered
that certain Second Amended and Restated Credit Agreement, dated as of September
28, 2000, as amended by First Amendment to Second Amended and Restated Credit
Agreement dated as of August 30, 2001, Second Amendment to Second Amended and
Restated Credit Agreement dated as of February 6, 2002, Third Amendment to
Second Amended and Restated Credit Agreement dated as of March 1, 2002 and
Fourth Amendment to Second Amended and Restated Credit Agreement dated as of May
24, 2002 (as so amended, the "Credit Agreement");

         WHEREAS, the Borrower is entering into a replacement Receivables
Securitization Program with Avondale Funding, LLC, as "Receivables Seller"
thereunder, and General Electric Capital Corporation, as "Administrative Agent"
and "Receivables Collateral Agent" thereunder, and has requested and the Agent
and the Banks have agreed to certain amendments to the Credit Agreement, subject
to the terms and conditions hereof;

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

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

2.                Amendment to Section 1.01. Section 1.01 of the Credit
         Agreement hereby is amended by deleting the definitions of "Bill and
         Hold", "Borrower Pledge Agreement" and "Receivables Intercreditor
         Agreement" and adding the definitions of "Bill and Hold", "Borrower
         Pledge Agreement" and "Receivables Intercreditor Agreement" set forth
         below.


<PAGE>

                  "Bill and Hold" means an arrangement confirmed in writing in
         which the Borrower or its Subsidiary invoices the customer for goods
         but retains possession of such goods for a period of time; provided,
         that all of the following requirements are satisfied:

                  (a)      title to, and the risk of loss of, the goods is
         transferred to the customer, and the Borrower's or Subsidiary's
         inventory records are marked to indicate that title has passed;

                  (b)      the Borrower's or Subsidiary's records are adequate
         to enable the Borrower or Subsidiary or a third-party to identify the
         goods subject to such arrangement as separate from the Borrower's or
         Subsidiary's own inventory at any time; and

                  (c)      the related invoice is payable on the normal due date
         for similar Receivables of the Borrower or Subsidiary that do not arise
         from a Bill and Hold arrangement.

                  "Borrower Pledge Agreement" means a Stock Pledge Agreement, in
         substantially the form of Exhibit N, by the Borrower in favor of the
         Agent, for the benefit of the Banks, pledging all of the Receivables
         Subsidiary Pledged Stock to secure the payment of all of the
         Obligations, pursuant to the provisions of Section 9.18.

                  "Receivables Intercreditor Agreement" means the Intercreditor
         Agreement substantially in the form of Exhibit M, between the Agent and
         the Administrative Agent and Receivables Collateral Agent under the
         Receivables Securitization Program described therein that replaces the
         initial Receivables Securitization Program entered into pursuant to the
         Original Credit Agreement or, in respect of any Replacement Program (as
         defined in Section 2.08(b)), any other intercreditor agreement between
         an administrative agent, receivables collateral agent, trustee or
         similar party and the Agent, in each case as amended from time to time.

3.                Amendment of Section 9.08(c). The phrase "Section 5 of the
         Receivables Intercreditor Agreement" contained in the fourth and fifth
         lines of Section 9.08(c) hereby is deleted, and the phrase "Sections
         2.19, 2.20 and 3.3 of the Receivables Intercreditor Agreement" hereby
         is substituted therefor.

4.                Amendment of Section 9.18. Section 9.18 of the Credit
         Agreement hereby is deleted, and the following is substituted therefor:

                  Section 9.18  Release of Receivables Program Assets

                  Contemporaneously with the closing of the Receivables
         Securitization Program described in Exhibit M, upon the written request
         of the Borrower, the Agent shall execute and deliver the Receivables
         Intercreditor Agreement (which releases the security interest in
         Receivables Program Assets) and such other instruments as the Borrower
         or the Administrative Agent or Receivables Collateral Agent under the
         Receivables Program Documents reasonably request, releasing and
         terminating the security interest in the Receivables Program Assets of
         the Agent pursuant to the Security Agreement and the UCC-1 financing
         statements related thereto, and the Borrower shall execute and deliver
         the Borrower Pledge Agreement; and deliver in pledge to the Agent, for
         the ratable benefit of the Banks, all of the Receivables Subsidiary
         Pledged Stock and any Purchase Money Note,


                                       2

<PAGE>

         to secure payment of the Obligations. Each of the Banks hereby (a)
         authorizes the Agent to execute, deliver and perform the Receivables
         Intercreditor Agreement and (b) agrees to be bound by the terms and
         provisions thereof, including, without limitation, the provisions of
         Sections 2.19, 2.20 and 3.3 thereof. The Borrower agrees that, so long
         as any Obligations or Commitments remain outstanding, it will not
         exercise its right to continue to make sales of Receivables under (i)
         the Purchase Agreement (as defined in the Receivables Intercreditor
         Agreement) at a time when sales otherwise would automatically terminate
         under Section 9.01 thereof, or (ii) under any comparable agreement
         under any other Receivables Securitization Program under comparable
         circumstances.

5.                Replacement of Exhibit M. Exhibit M to the Credit Agreement
         (Form of Receivables Intercreditor Agreement) hereby is deleted and
         Exhibit M attached hereto is substituted therefor.

6.                Replacement of Exhibit N. Exhibit N to the Credit Agreement
         (Form of Borrower Pledge Agreement) hereby is deleted and Exhibit N
         attached hereto is substituted therefor.

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

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

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

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

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

12.               No Default. To induce the Agent and the Banks to enter into
         this Fifth Amendment and to continue to make advances pursuant to the
         Credit Agreement, the Borrower hereby acknowledges and agrees that, as
         of the date hereof, and after giving effect to the terms

                                       3

<PAGE>

         hereof, there exists (i) no Default or Event of Default and (ii) no
         right of offset, defense, counterclaim, claim or objection in favor of
         the Borrower arising out of or with respect to any of the Loans or
         other obligations of the Borrower owed to the Banks under the Credit
         Agreement.

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

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

15.               Conditions Precedent.  This Fifth Amendment shall become
         effective only upon execution and delivery to counsel for the Agent of
         5 counterpart signature pages (or 1 faxed signature page, with the 5
         originals transmitted by overnight courier) of this Fifth Amendment by
         the Borrower, the Agent and the Required Banks.|Level 1|ZZMPTAG|


                       [SIGNATURES COMMENCE ON NEXT PAGE]


                                       4
<PAGE>


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




                                    AVONDALE MILLS, INC.
                                                   (SEAL)


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



                                       5


<PAGE>




                           WACHOVIA BANK,
                           NATIONAL ASSOCIATION, as
                           Agent and as a Bank    (SEAL)

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



                                       6
<PAGE>





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


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



                                       7

<PAGE>




                           REGIONS BANK, as a Bank
                                          (SEAL)



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



                                       8

<PAGE>


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



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




                                       9
<PAGE>


                     CONSENT AND REAFFIRMATION OF GUARANTORS

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



AVONDALE INCORPORATED                         AVONDALE MILLS GRANITEVILLE
                                              FABRICS, INC.


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



                                       10
<PAGE>

                                                                       EXHIBIT M

                   FORM OF RECEIVABLES INTERCREDITOR AGREEMENT






                             INTERCREDITOR AGREEMENT

                           DATED AS OF AUGUST 30, 2002

                                  BY AND AMONG

                      GENERAL ELECTRIC CAPITAL CORPORATION,

            AS ADMINISTRATIVE AGENT AND RECEIVABLES COLLATERAL AGENT

                      WACHOVIA BANK, NATIONAL ASSOCIATION,

                                 as Banks' Agent

                             AVONDALE FUNDING, LLC,

                             AS RECEIVABLES SELLER,

                                       and

                              AVONDALE MILLS, INC.,

                                  as Originator



                                       11
<PAGE>


         This INTERCREDITOR AGREEMENT dated as of August 30, 2002 (as modified,
amended, restated or supplemented from time to time, this "Agreement"), by and
among GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as administrative
agent under the Receivables Purchase and Servicing Agreement (as hereinafter
defined) (the "ADMINISTRATIVE AGENT") and in its capacity as collateral agent
for the Receivables Purchasers (as defined below) (the "RECEIVABLES COLLATERAL
AGENT"), WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia
Bank of Georgia, N.A., Wachovia Bank, N.A. and First Union National Bank), in
its capacity as administrative agent on behalf of the Banks (as defined below)
(the "BANKS' AGENT"), AVONDALE FUNDING, LLC (the "RECEIVABLES SELLER"), and
AVONDALE MILLS, INC. ("AVONDALE MILLS" or the "ORIGINATOR").

                                R E C I T A L S:

         A.       The Originator has agreed to sell, transfer and assign to the
Receivables Seller, and the Receivables Seller has agreed to purchase or
otherwise acquire from the Originator, all of the right, title and interest of
the Originator in certain Receivables pursuant to a Sale and Contribution
Agreement (as amended, supplemented, modified or restated from time to time, the
"RECEIVABLES SALE AGREEMENT") dated as of August 30, 2002 among the Originator,
Avondale Incorporated and the Receivables Seller.

         B.       The Receivables Seller, as seller, Avondale Mills in its
capacity as servicer (the "SERVICER"), the Administrative Agent, the Receivables
Collateral Agent and the Receivables Purchasers are parties to a Receivables
Purchase and Servicing Agreement dated as of August 30, 2002 (as amended,
supplemented, modified or restated from time to time, the "RECEIVABLES PURCHASE
AND SERVICING AGREEMENT") pursuant to which the Receivables Purchasers have
agreed, among other things, to purchase from the Receivables Seller from time to
time Receivables (or interests therein) purchased by or contributed to the
Receivables Seller pursuant to the Receivables Sale Agreement.

         C.       The Receivables Sale Agreement and the Receivables Purchase
and Servicing Agreement provide for the filing of UCC financing statements to
perfect the ownership and security interest of the parties thereto with respect
to the property covered thereby.

         D.       Avondale Mills as Borrower (in such capacity, the "BORROWER"),
the Banks' Agent and the financial institutions from time to time party thereto
(collectively, the "BANKS") are parties to that certain Second Amended and
Restated Credit Agreement dated as of September 28, 2000, (as amended,
supplemented, modified or restated from time to time, the "CREDIT AGREEMENT").

         E.       To secure the Borrower's obligations to the Banks and Banks'
Agent under the Credit Agreement and other Loan Documents, the Borrower has
granted to the Banks' Agent for the benefit of the Banks' Agent and the Banks a
lien over, substantially all of their assets, including certain Receivables and
certain inventory, and all proceeds of the foregoing.



                                       12
<PAGE>

         F.       The parties hereto wish to set forth certain agreements with
respect to the Receivables Program Assets (as hereinafter defined) and with
respect to the Collateral (as hereinafter defined).

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, and for other good and valuable
consideration, receipt of which is hereby acknowledged, it is hereby agreed as
follows:

                                  DEFINITIONS.

         1.1      Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "BANK CLAIM" means (i) all of the indebtedness, obligations and other
liabilities of the Borrower now or hereafter arising under, or in connection
with, the Loan Documents including, but not limited to, all sums now or
hereafter loaned or advanced to or for the benefit of the Borrower, all
reimbursement obligations of the Borrower with respect to letters of credit and
guarantees issued thereunder for its account, all guarantee obligations of the
Borrower, any interest thereon (including, without limitation, interest accruing
after the commencement of a bankruptcy, insolvency or similar proceeding
relating to the Borrower, whether or not such interest is an allowed claim in
any such proceeding), any reimbursement obligations, fees or expenses due
thereunder and (ii) any costs of collection or enforcement of any such
indebtedness, liabilities or obligations or in realizing on or protecting or
preserving any security therefor.

         "BANK COLLATERAL" means all Collateral, including, without limitation,
all Excluded Receivables Assets, which does not constitute Receivables Program
Assets.

         "BANK EVENT OF DEFAULT" has the meaning ascribed to the term "Event of
Default" in the Credit Agreement, as the same may be amended from time to time.

         "BANK INTEREST" means, with respect to any property or interest in
property, now owned or hereafter acquired or created, of the Borrower, any lien,
claim, encumbrance, security interest or other interest of the Banks' Agent or
the Banks in such property or interests in property.

         "BANKRUPTCY EVENT" means the commencement of a case under 11 USCss.101,
et seq. in which the Originator is the "debtor".

         "BILL AND HOLD ARRANGEMENT" means an arrangement confirmed in writing
in which the Originator invoices the customer for goods but retains possession
of such goods for a period of time; provided, that all of the following
requirements are satisfied:


                  a.       title to, and the risk of loss of, the goods is
                           transferred to the customer, and the Originator's
                           records are marked to indicate that title has passed;


                                       13
<PAGE>

                  b.       the Originator's records are adequate to enable the
                           Originator or a third-party to identify the goods
                           subject to such arrangement as separate from the
                           Originator's own inventory at any time; and

                  c.       the related invoice is payable on the normal due date
                           for similar Receivables of the Originator that do not
                           arise from a Bill and Hold Arrangement.

         "BUSINESS DAY" has the meaning ascribed to such term in Annex X to the
Receivables Purchase and Servicing Agreement.

         "CLAIM" means the Bank Claim or the Receivables Claim, as applicable.

         "COLLATERAL" means all property and interests in property, now owned or
hereafter acquired or created, of the Borrower in or upon which a Bank Interest
is granted or purported to be granted by the Borrower to the Banks or the Banks'
Agent under any of the Loan Documents.

         "COLLECTIONS" means, with respect to any Receivable, all cash
collections and other proceeds of such Receivable (including late charges, fees
and interest arising thereon, and all recoveries with respect to Receivables
that have been written off as uncollectible) and any payments by the Originator,
the Seller or the Servicer in respect thereof pursuant to the terms of the
Receivables Documents but excluding, however, such proceeds received by the
Originator with respect to and as consideration for the sale of the Purchased
Receivables by the Originator to the Receivables Seller.

         "COMPANY CLAIM" means all of the indebtedness, obligations and other
liabilities of the Receivables Seller to the Originator arising under, or in
connection with, the Receivables Documents, including, but not limited to,
obligations evidenced by any deferred purchase price note or other instrument,
and all costs of collection or enforcement thereof.

         "CONCENTRATION ACCOUNT" has the meaning ascribed to such term in the
Annex X to the Receivables Purchase and Servicing Agreement, as the same may be
amended from time to time.

         "CONTRACT" shall mean any agreement (including any invoice) pursuant
to, or under which, an Obligor shall be obligated to make payments with respect
to a Receivable.

         "DISPOSITION" means, with respect to any assets of the Originator, any
liquidation of the Originator or the Originator's assets, the establishment of
any receivership for the Originator or the Originator's assets, a bankruptcy
proceeding of the Originator (either voluntary or involuntary), the payment of
any insurance, condemnation, confiscation, seizure or other claim upon the
condemnation, confiscation, seizure, loss or destruction thereof, or damage to,
or any other sale, transfer, assignment or other disposition of such assets.

         "ENFORCEMENT" means collectively or individually, for (a) any of the
Administrative Agent, the Receivables Collateral Agent or the Receivables
Purchasers to (i) declare the Facility Termination Date under the Receivables
Documents or (ii) commence the judicial enforcement of any of the default rights
and remedies under the Receivables Documents


                                       14
<PAGE>

upon the occurrence of a Termination Event, or the nonjudicial enforcement of
the rights, powers and remedies of the Administrative Agent or Receivables
Collateral Agent to foreclose or otherwise realize on the Receivables Program
Assets upon the occurrence of a Termination Event; or (b) any of the Banks or
the Banks' Agent after the occurrence and during the continuance of a Bank Event
of Default to demand payment in full of or accelerate the indebtedness of the
Borrower to the Banks and Banks' Agent or to commence the judicial enforcement
of any of the default rights and remedies under the Loan Documents or
nonjudicial enforcement of the rights, powers and remedies of the Banks' Agent
to foreclose or otherwise realize on the Collateral.

         "ENFORCEMENT NOTICE" means a written notice delivered in accordance
with Section 2.5 which notice shall (i) if delivered by the Administrative Agent
or the Receivables Collateral Agent, state that the Facility Termination Date
has occurred, specify the nature of the Termination Event that has caused the
declaration of such Facility Termination Date, and state that an Enforcement
Period has commenced and (ii) if delivered by the Banks' Agent, state that a
Bank Event of Default has occurred and that the payment in full of the Bank
Claim has been demanded or the indebtedness of the Borrower to the Banks has
been accelerated, specify the nature of the Bank Event of Default that caused
such demand and acceleration, and state that an Enforcement Period has
commenced.

         "ENFORCEMENT PERIOD" means the period of time following the receipt by
either the Banks' Agent, on the one hand, or the Administrative Agent or the
Receivables Collateral Agent, on the other, of an Enforcement Notice delivered
by any of the others until the earliest of the following: (1) the Receivables
Claim has been satisfied in full, none of the Receivables Purchasers have any
further obligations under the Receivables Documents and the Receivables
Documents have been terminated in accordance with their terms; (2) the Bank
Claim has been satisfied in full, the Banks have no further obligations under
the Loan Documents and the Loan Documents have been terminated in accordance
with their terms; (3) the Termination Event or Bank Event of Default, as the
case may be, giving rise to such Enforcement Notice has been cured or waived or
no longer continues to exist and the occurrence of such cure, waiver or
discontinuation has been confirmed in writing to the others by the person that
gave the related Enforcement Notice (and each of the Banks' Agent, the
Administrative Agent and the Receivables Collateral Agent agrees that if it has
given an Enforcement Notice and the related Termination Event or Bank Event of
Default has been cured or waived or no longer continues to exist, it will
promptly confirm such cure, waiver or discontinuation by notice to the others),
and (4) the parties each hereto agree in writing to terminate the Enforcement
Period.

         "EXCLUDED RECEIVABLES" means any Receivable that is not a Purchased
Receivable, including any Receivable: (a) that was generated by Avondale Mills
Graniteville Fabrics, Inc., a Delaware corporation, (b) the Obligor with respect
to which is: (i) an Obligor organized under the laws of any jurisdiction outside
of the United States of America (including the District of Columbia but
otherwise excluding its territories and possessions) or Canada or (ii) any
Obligor that is a Non-Domestic Person if such Non-Domestic Person both (x) has
been instructed to make payments on the Receivables owing by it to a bank
account other than a Lockbox Account or the Concentration Account and (y) such
Non-Domestic Person can be reasonably expected to follow such instructions or
(c) which arises out of the provision of goods or merchandise which is being
held by the Originator as bailee for Key Industries, Inc..


                                       15
<PAGE>

         "EXCLUDED RECEIVABLES ASSETS" means: (i) "Inventory Collateral" (as
that term is defined in the Security Agreement referred to in the Credit
Agreement), other than Purchased Assets Returned Goods; (ii) Excluded
Receivables; and (iii) any Receivables or other proceeds of Inventory Collateral
created or arising (x) after a Bankruptcy Event in which the Originator is the
debtor (other than proceeds of Purchased Assets Returned Goods), (y) after
termination of purchases under the Receivables Sale Agreement (other than
proceeds of Purchased Assets Returned Goods) or (z) from the sale or other
disposition of any of the Inventory Collateral (other than Purchased Assets
Returned Goods) by the Banks' Agent, as a secured party under the UCC.

         "FACILITY TERMINATION DATE" has the meaning ascribed to such term in
Annex X to the Receivables Purchase and Servicing Agreement, as the same may be
amended from time to time (other than to change the Facility Termination Date to
a scheduled date earlier than November 15, 2002).

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision thereof, and any agency, department or other entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         "LOAN DOCUMENTS" has the meaning ascribed to such term in the Credit
Agreement.

         "LOCKBOX" AND "LOCKBOX ACCOUNT" have the meaning ascribed to such terms
in the Annex X to the Receivables Purchase and Servicing Agreement, as the same
may be amended from time to time.

         "NON-DOMESTIC PERSON" has the meaning ascribed to such term in the
Annex X to the Receivables Purchase and Servicing Agreement

         "OBLIGOR" shall mean, with respect to any Receivable, the Person
obligated to make payments in respect of such Receivable; provided that
"Obligor" shall in no event include any person liable to any of the Banks or the
Banks' Agent for and solely to the extent of the purchase price of any Bank
Collateral sold to such person by the Banks' Agent or any Bank.

         "OUTSTANDING BALANCE" has the meaning ascribed to such term in Annex X
to the Receivables Purchase and Servicing Agreement.

         "PERSON" means any individual, sole proprietorship, partnership, joint
venture, unincorporated organization, trust, association, corporation (including
a business trust), limited liability company, institution, public benefit
corporation, joint stock company, Governmental Authority or any other entity of
whatever nature.

         "PROCEEDS" has the meaning ascribed to such term in the UCC.

         "PURCHASED ASSETS RETURNED GOODS" means all right, title and interest
of the Originator, the Receivables Seller, the Administrative Agent, any
Receivables Purchaser or the Receivables Collateral Agent, as applicable, in and
to returned, repossessed or foreclosed goods and/or merchandise (including goods
which are subject to a Bill and Hold Arrangement, the


                                       16
<PAGE>

delivery of which is cancelled for any reason whatsoever) the sale of which gave
rise to a Purchased Receivable, but only so long as the Originator has not made
all of the cash payments required to be made under the Receivables Documents
with respect to any nonpayment, dilution, reduction or other adjustment of the
outstanding balance of such Purchased Receivable.

         "PURCHASED RECEIVABLES" means now owned or hereafter existing
Receivables sold, purported to be sold, transferred or contributed or purported
to be transferred or contributed by the Originator to the Receivables Seller
under the Receivables Sale Agreement.

         "RECEIVABLE" means:

         (a)      indebtedness of an Obligor (whether constituting an account,
chattel paper, document, instrument or general intangible) arising from the
provision of merchandise, goods or services to such Obligor (and expressly
including indebtedness arising out of a Bill and Hold Arrangement), including
the right to payment of any interest or finance charges and other obligations of
such Obligor with respect thereto;

         (b)      all rights to returned merchandise or goods (including goods
which are subject to a Bill and Hold Arrangement, the delivery of which is
cancelled for any reason), the sale of which gave rise to such indebtedness, and
all security interests or liens and property subject thereto from time to time
securing or purporting to secure any such indebtedness of such Obligor;

         (c)      all of the Receivables Seller's credit balances due from the
Originator existing at any time;

         (d)      all guarantees, indemnities and warranties, insurance
policies, financing statements and other agreements or arrangements of whatever
character from time to time supporting or securing payment of any such
indebtedness;

         (e)      all Collections with respect to any of the foregoing;

         (f)      all Lockboxes, Lockbox Accounts, the Concentration Account
into which any Collections are deposited and all funds on deposit therein and
all certificates and instruments, if any, from time to time representing or
evidencing any Lockbox, Lockbox Account or the Concentration Account;

         (g)      all notes, certificates of deposit and other instruments from
time to time delivered to or otherwise possessed by the Receivables Seller or
any assignee or agent on behalf of the Receivables Seller in substitution for or
in addition to any of the foregoing;

         (h)      all interest, dividends, cash instruments, investment property
and other property from time to time received, receivable or otherwise
distributed with respect to or in exchange for any and all of the foregoing;

         (i)      all Records with respect to any of the foregoing; and


                                       17
<PAGE>

         (j)      all Proceeds (including returned goods) (whether constituting
accounts, deposit accounts, chattel paper, inventory, goods, documents,
instruments, supporting obligations, letter of credit rights, investment
property or general intangibles) with respect to the foregoing and all
accessions to, and substitutions and replacements for, all of the foregoing.

         "RECEIVABLES CLAIM" means all indebtedness, obligations and other
liabilities of the Originator to the Receivables Seller and of the Originator
and the Receivables Seller to the Administrative Agent and the Receivables
Purchasers now or hereafter arising under, or in connection with, the
Receivables Documents, including, but not limited to, all sums or increases now
or hereafter advanced or made to or for the benefit of the Receivables Seller
thereunder as the purchase price paid for Purchased Receivables or otherwise
under the Receivables Purchase and Servicing Agreement, any yield thereon
(including, without limitation, yield accruing after the commencement of a
bankruptcy, insolvency or similar proceeding relating to the Originator, whether
or not such yield is an allowed claim in any such proceeding), any repayment
obligations, fees or expenses due thereunder, and any costs of collection or
enforcement of any such indebtedness, liabilities or obligations or in realizing
on or protecting or preserving any security therefor.

         "RECEIVABLES DOCUMENTS" means the Receivables Sale Agreement, the
Receivables Purchase and Servicing Agreement and any other agreements,
instruments or documents (i) executed by the Originator and delivered to the
Receivables Seller or (ii) executed by the Receivables Seller and delivered to
the Administrative Agent and/or the Receivables Purchasers, in any case in
respect of the transactions contemplated by the Receivables Sales Agreement and
the Receivables Purchase and Servicing Agreement.

         "RECEIVABLES INTEREST" means, with respect to any property or interests
in property, now owned or hereafter acquired or created, of the Originator, any
lien, claim, encumbrance, security interest or other interest of the Receivables
Seller, the Administrative Agent, any Receivables Purchaser and/or the
Receivables Collateral Agent in such property or interests in property.

         "RECEIVABLES PROGRAM ASSETS" means (i) the Purchased Receivables, (ii)
the Collections related to such Purchased Receivables, (iii) Purchased Assets
Returned Goods, and (iv) each deposit or other bank account to which any
Collections of such Purchased Receivables are deposited (but in no event shall
Receivables Program Assets include any Excluded Receivables Assets or
Collections or other monies deposited in such accounts which are not Collections
of Purchased Receivables).

         "RECEIVABLES PURCHASER" means each Person from time to time party to
the Receivables Purchase and Servicing Agreement in the capacity of a
"Purchaser".

         "RECORDS" means all Contracts and other documents, books, records and
other information (including computer programs, tapes, disks, data processing
software and related property and rights) maintained with respect to
Receivables, the Obligors thereunder and the Receivables Program Assets.

         "SPECIFIED ASSETS" means the Receivables Program Assets.


                                       18
<PAGE>

         "STOCK COLLATERAL" means the common stock of or membership interests or
other equity ownership interests in the Receivables Seller upon which a Bank
Interest is granted or purported to be granted by the Borrower or any other
owner thereof to the Banks or the Banks' Agent under any of the Loan Documents.

         "TERMINATION EVENT" has the meaning ascribed to such term in Annex X to
the Receivables Purchase and Servicing Agreement, as the same may be amended
from time to time.

         "UCC" means the Uniform Commercial Code as from time to time in effect
in the applicable jurisdiction.

         1.2.     References to Terms Defined in the Receivables Documents and
the Loan Documents. Whenever in Section 1.1 a term is defined by reference to
the meaning ascribed to such term in any of the Receivables Documents or in any
of the Loan Documents, then, unless otherwise specified herein, such term shall
have the meaning ascribed to such term in the Receivables Documents or Loan
Documents, respectively, as in existence on the date hereof, without giving
effect to any amendments of such term (or any amendment of terms used in such
term) as may hereafter be agreed to by the parties to such documents, unless
such amendments have been consented to in writing by all of the parties hereto.

                      ARTICLE 2. INTERCREDITOR PROVISIONS.

         2.1.     Priorities with Respect to Receivables Program Assets.
Notwithstanding any provision of the UCC, any applicable law or judicial
decision or any of the Loan Documents or the Receivables Documents, the Banks'
Agent (for itself and on behalf of each Bank) hereby agrees that, upon the sale,
purported sale, transfer or purported transfer of an interest in any Receivable
by the Originator to the Receivables Seller pursuant to the Receivables Sale
Agreement, any Bank Interest of the Banks or the Banks' Agent in such
Receivables Program Assets shall automatically and without further action cease
and be forever released and discharged and the Banks' Agent and the Banks shall
have no Bank Interest therein; provided, however, that nothing in this Section
2.1 shall be deemed to constitute a release by the Banks' Agent and the Banks
of: (i) any Bank Interest in the cash proceeds received by the Originator from
the Receivables Seller for the sale of Receivables pursuant to the Receivables
Sale Agreement; (ii) any Bank Interest or right the Banks or the Banks' Agent
have in any Excluded Receivables Assets and the proceeds thereof; and (iii) any
Bank Interest in any Company Claim and any Stock Collateral; provided further,
however, that any Bank Interest in any Purchased Assets Returned Goods shall be
junior and subject and subordinate to the Receivables Interest therein unless
and until the Originator shall have made all cash payments required to be made
under the Receivables Documents with respect to any nonpayment, dilution,
reduction or other adjustment of the outstanding balance of any Purchased
Receivable related to such Purchased Assets Returned Goods, and upon the making
of such cash payments, such Purchased Assets Returned Goods shall cease to
constitute Purchased Assets Returned Goods hereunder and the Receivables
Interest therein shall terminate, unless and until such goods or merchandise
have been resold so as to give rise to a Receivable and such Receivable has been
sold or purported to be sold, transferred or purported to be transferred to the
Receivables Seller.


                                       19
<PAGE>

         2.2.     Respective Interests in Receivables Program Assets and Bank
Collateral.

         (a)      Except for all rights of access to and use of Records granted
to the Administrative Agent, the Receivables Purchasers and the Receivables
Collateral Agent pursuant to the Receivables Documents, each of the Receivables
Seller, the Administrative Agent (for itself and on behalf of each Receivables
Purchaser) and the Receivables Collateral Agent agrees that it does not have and
shall not have any Receivables Interest in the Bank Collateral. Each of the
Receivables Seller, the Administrative Agent (for itself and on behalf of each
Receivables Purchaser) and the Receivables Collateral Agent agrees that it shall
not request or accept, directly or indirectly (by assignment or otherwise) from
the Originator any collateral security for payment of any Receivables Claim
(other than Purchased Assets Returned Goods and the right of access to and use
of Records granted to the Administrative Agent, the Collateral Agent and the
Receivables Purchasers pursuant to the Receivables Documents) and hereby
releases and discharges any Receivables Interest in any such collateral
security.

         (b)      Except for rights in Purchased Assets Returned Goods granted
to the Banks' Agent and the Banks pursuant to the Loan Documents, which Bank
Interest is junior and subordinate to any Receivables Interest therein to the
extent provided herein, the Banks' Agent (for itself and on behalf of each Bank)
agrees that neither the Banks' Agent nor the Banks have, nor shall they have,
any Bank Interest in the Receivables Program Assets.

         2.3.     Distribution of Proceeds. At all times, all proceeds of Bank
Collateral and Receivables Program Assets received by the Banks' Agent or by the
Administrative Agent or Receivables Collateral Agent shall be distributed by
them in accordance with the following procedure:

         (a)      (i) All proceeds of the Bank Collateral (including, without
limitation, the proceeds of any Disposition of Bank Collateral, regardless of
whether the Banks' Agent has a perfected and enforceable lien in such Bank
Collateral) shall be paid to the Banks' Agent either (x) for application against
the Bank Claim and other obligations and liabilities owing under the Credit
Agreement and other Loan Documents, in each case to the extent then due and
owing and unpaid, until the Bank Claim and such other obligations and
liabilities have been paid and satisfied in full in cash and the Credit
Agreement is terminated, or (y) for other disposition in accordance with the
Credit Agreement and the other Loan Documents, and (ii) any remaining proceeds
shall be paid to the Borrower or as otherwise required by applicable law, and
each of the Receivables Seller, the Administrative Agent (for itself and on
behalf of each Receivables Purchaser) and the Receivables Collateral Agent
agrees that none of the Receivables Seller, the Administrative Agent, the
Receivables Purchasers or the Receivables Collateral Agent have, nor shall they
have, any Receivables Interest in such remaining proceeds.

         (b)      (i) All proceeds of the Receivables Program Assets (including,
without limitation, the proceeds of any Disposition of Receivables Program
Assets, regardless of whether the Receivables Collateral Agent has a perfected
and enforceable lien in such Receivables Program Assets) shall be paid to the
Receivables Collateral Agent either (x) for application against the Receivables
Claim in accordance with the Receivables Documents until the Receivables Claim
has been paid and satisfied in full in cash and the Receivables Documents have
been terminated, or (y) for other disposition in accordance with the Receivables



                                       20
<PAGE>

Documents, (ii) any remaining proceeds of Purchased Assets Returned Goods shall
be paid to the Banks' Agent, as pledgee of the equity interests of the
Receivables Seller, for application or other disposition as provided in Section
2.3(a) above, and (iii) any remaining proceeds shall be paid to the Receivables
Seller or as otherwise required by applicable law, and the Banks' Agent (for
itself and on behalf of each Bank) agrees that neither the Banks' Agent nor the
Banks have, nor shall they have, any Bank Interest in such remaining proceeds,
except to the extent of any Bank Interest in the Company Claim and any Stock
Collateral.

         (c)      In the event that any of the Receivables Seller, the
Administrative Agent, the Receivables Purchasers or the Receivables Collateral
Agent now or hereafter obtains possession of any other Bank Collateral, it shall
immediately deliver such other Bank Collateral to the Banks' Agent or to such
other Person as the Banks' Agent shall specify in a written authorization for
delivery thereof (and until delivered to the Banks' Agent such Bank Collateral
shall be held in trust for the Banks' Agent). If at the time of such delivery
the Banks' Agent determines that, pursuant to the terms of the Loan Documents,
it is not entitled to retain possession of such other Bank Collateral (including
during the existence of a Bank Event of Default), the Banks' Agent shall
promptly deliver such other Bank Collateral to the Borrower.

         (d)      In the event that the Borrower, the Banks or the Banks' Agent
now or hereafter obtains possession of any other Receivables Program Assets, it
shall immediately deliver such other Receivables Program Assets to the
Receivables Collateral Agent or to such other Person as the Receivable
Collateral Agent shall specify in a written authorization for delivery thereof
(and until delivered to the Receivables Collateral Agent such Receivables
Program Assets shall be held in trust for the Receivables Collateral Agent). If
at the time of such delivery the Receivables Collateral Agent determines that,
pursuant to the terms of the Receivables Documents, it is not entitled to retain
possession of such other Receivable Program Assets, the Receivables Collateral
Agent shall promptly deliver such other Receivable Program Assets to the
Borrower.

         (e)      If any inventory of the Originator has been commingled with
Purchased Assets Returned Goods in which the Receivables Interest continues as
provided in Section 2.1 above, and the Banks' Agent or any Bank receives any
proceeds on account of such inventory (whether by reason of sale or by reason of
insurance payments on account thereof) prior to release of such Receivables
Interest, then the Banks' Agent and the Receivables Collateral Agent shall, in
good faith, cooperate with each other to separate the Originator's inventory
(and proceeds thereof) from such Purchased Assets Returned Goods (and proceeds
thereof); provided, however, that if such separation is not possible, then the
Banks' Agent and the Receivables Collateral Agent agree to share such Inventory
and Purchased Assets Returned Goods and proceeds thereof proportionately which
shall mean that (i) all proceeds of such inventory shall be paid to the Banks'
Agent and the Banks' Agent shall, immediately upon receipt of such proceeds, pay
to the Receivables Collateral Agent for application, payment or other
disposition as provided in Section 2.3(b) above, a share of such proceeds equal
to the dollar amount thereof multiplied by a fraction, the numerator of which
equals the book value of the Purchased Assets Returned Goods in which the
Receivables Interest continues as provided in Section 2.1 above and the
denominator of which equals the book value of all of the inventory on account of
which the Banks' Agent has received such cash proceeds; and (ii) any remaining
proceeds shall be paid to the Banks' Agent for application, holding and/or
payment as provided in Section 2.3(a) above.


                                       21
<PAGE>

         2.4.     Excluded Receivables Assets.

         (a)      The Receivables Seller, the Administrative Agent (for itself
and on behalf of each Receivables Purchaser) and the Receivables Collateral
Agent hereby acknowledge that the Banks' Agent on behalf of the Banks and itself
shall be entitled to the Bank Interest in all Excluded Receivable Assets,
including Collections of Excluded Receivables.

         (b)      Each of the parties hereto hereby agrees that all Collections
received on account of Receivables Program Assets shall be paid or delivered to
the Receivables Collateral Agent for application, payment or other disposition
in accordance with Section 2.3(b) and all Collections received on account of
Excluded Receivables shall be paid or delivered to the Banks' Agent for
application, payment or other disposition in accordance with Section 2.3(a). For
the purpose of determining whether specific Collections have been received on
account of Receivables Program Assets or on account of Excluded Receivables, the
parties agree as follows:

                  (i)      All payments made by an Obligor which is obligated to
make payments on Purchased Receivables but is not obligated to make any payments
on Excluded Receivables shall be conclusively presumed to be payments on account
of Purchased Receivables and all payments made by an Obligor which is obligated
to make payments on Excluded Receivables but is not obligated to make any
payments on Purchased Receivables shall be conclusively presumed to be payments
on account of Excluded Receivables.

                  (ii)     All payments made by an Obligor which is obligated to
make payments with respect to both Purchased Receivables and Excluded
Receivables shall be applied against the specific Receivables, if any, which are
designated by such Obligor by reference to the applicable Contract (or otherwise
identified by such Obligor in a writing delivered with such payment) as the
Receivables with respect to which such payments should be applied; provided that
where any Obligor makes payment and designates the applicable Contracts of a
group of two or more Receivables to which such payment shall be applied and such
payment is in an amount less than the aggregate Outstanding Balance of such
Receivables, such payment shall be applied pro rata to all such Receivables. In
the absence of such designation after reasonable efforts by the Originator to
obtain such designation, such payments shall be applied against the oldest
outstanding Receivables or portion owed by such Obligor to the extent such
oldest Receivable or portion thereof is not in dispute.

         (c)      The Banks' Agent agrees that it shall not exercise any rights
it may have under the Loan Documents to send any notices to Obligors informing
them of the Banks' interest in the Purchased Receivables or directing such
Obligors to make payments in any particular manner of any amounts due under the
Purchased Receivables prior to the latest of payment in full of the Receivables
Claim and the termination of the Receivables Documents, except that the Banks'
Agent may, subject to the provisions of the Loan Documents, inform any Obligors
of Excluded Receivables that such Excluded Receivables have been assigned to the
Banks' Agent so long as such notices expressly state that all payments on
account of such Excluded Receivables shall continue to be made as otherwise
required pursuant to the terms of the Receivables Documents. The Banks' Agent
further agrees that, prior to the latest of payment in full of the Receivables
Claim and the termination of the Receivables Documents, if it receives




                                       22
<PAGE>

payments directly from any Obligor on account of an Excluded Receivable, it
shall immediately forward such payment to the Administrative Agent in order that
such agent may determine whether such payment was, in fact, properly allocated
to such Excluded Receivable in accordance with the terms of this Section 2.4
and, if necessary pursuant to the terms hereof, reallocate such payment.

         2.5.     Enforcement Actions. Each of the Banks' Agent, the
Administrative Agent and the Receivables Collateral Agent agrees to use
reasonable efforts to give an Enforcement Notice to the others prior to
commencement of Enforcement (but failure to do so shall not prevent such Person
from commencing Enforcement or affect its rights hereunder nor create any cause
of action or liability against such Person). Subject to the foregoing, each of
the parties hereto agrees that during an Enforcement Period:

         (a)      Subject to any applicable restrictions in the Receivables
Documents, the Receivables Collateral Agent may at its option and without the
prior consent of the other parties hereto, take any action to (i) accelerate
payment of the Receivables Claim or any other obligations and liabilities under
any of the Receivables Documents and (ii) liquidate the Receivables Program
Assets or to foreclose or realize upon or enforce any of its rights with respect
to the Receivables Program Assets.

         (b)      Subject to any applicable restrictions in the Loan Documents,
the Banks' Agent or the Banks may, at their option and without the prior consent
of the other parties hereto, take any action to accelerate payment of the Bank
Claim or any other obligation or liability arising under any of the Loan
Documents and to foreclose or realize upon or enforce any of their rights with
respect to the Bank Collateral or other collateral security, including with
respect to any Receivables Program Assets constituting Purchased Assets Returned
Goods that have been commingled with the Bank Collateral, or take any other
actions as they deem appropriate; provided, however, that the Banks' Agent shall
not otherwise take any action to foreclose or realize upon or to enforce any
rights it may have with respect to uncommingled Purchased Assets Returned Goods
in which the Receivables Interest continues as provided in Section 2.1 above or
the Stock Collateral without the Administrative Agent's and the Receivables
Collateral Agent's prior written consent unless the Receivables Claim or any
other obligation or liability arising under any of the Receivables Documents
shall have been first paid and satisfied in full and the Receivables Documents
have terminated.

         2.6.     Access to Records. Subject to any applicable restrictions in
the Receivables Documents, each of the Receivables Purchasers, the
Administrative Agent and the Receivables Collateral Agent may enter one or more
premises of the Originator, the Receivables Seller or their respective
affiliates, whether leased or owned, at any time during reasonable business
hours, without force or process of law and without obligation to pay rent or
compensation to the Originator, the Receivables Seller, such affiliates, the
Banks or the Banks' Agent, whether before, during or after an Enforcement
Period, and may have access to and use of all Records located thereon and may
have access to and use of any other property to which such access and use are
granted under the Receivables Documents, in each case provided that such use is
for the purpose of enforcing the Receivables Purchasers' and the Receivable
Collateral Agent's rights with respect to the Receivables Program Assets.


                                       23
<PAGE>

         2.7.     Accountings. The Banks' Agent agrees to render statements to
the Administrative Agent upon reasonable request, which statements shall
identify in reasonable detail the Excluded Receivables and shall render an
account of the Bank Claim, giving effect to the application of proceeds of Bank
Collateral as hereinbefore provided. The Administrative Agent agrees to render
statements to the Banks' Agent upon reasonable request, which statements shall
identify in reasonable detail the Purchased Receivables and shall render an
account of the Receivables Claim, giving effect to the application of proceeds
of Receivables Program Assets as hereinbefore provided. The Banks' Agent and the
Administrative Agent shall bear no liability if their respective accounts are
incorrect.

         2.8.     Agency for Perfection. The Receivables Collateral Agent and
the Banks' Agent hereby appoint each other as agent for purposes of perfecting
by possession their respective security interests and ownership interests and
liens on the Receivables Program Assets and the Bank Collateral described
hereunder. In the event that the Receivables Collateral Agent obtains possession
of any of the Bank Collateral, the Receivables Collateral Agent shall notify the
Banks' Agent of such fact, shall hold such Bank Collateral in trust and shall
deliver such Bank Collateral for application, payment or other disposition as
provided in Section 2.3(c) above. In the event that the Banks' Agent obtains
possession of any of the Receivables Program Assets, the Banks' Agent shall
notify the Receivables Collateral Agent and the Administrative Agent of such
fact, shall hold such Receivables Program Assets in trust and shall deliver such
Receivables Program Assets for application, payment or other disposition as
provided in Section 2.3(d) above.

         2.9.     UCC Notices. In the event that any party hereto shall be
required by the UCC or any other applicable law to give notice to the other of
intended disposition of Receivables Program Assets or Bank Collateral,
respectively, such notice shall be given in accordance with Section 3.1 hereof
and ten (10) days' notice shall be deemed to be commercially reasonable.

         2.10.    Independent Credit Investigations. Neither the Receivables
Purchasers, the Administrative Agent, the Receivables Collateral Agent, the
Banks' Agent nor the Banks nor any of their respective directors, officers,
agents or employees shall be responsible to the other or to any other person,
firm or corporation for the solvency, financial condition or ability of the
Originator, the Receivables Seller or the Borrower to repay the Receivables
Claim or the Bank Claim, or for the worth of the Receivables Program Assets or
the Bank Collateral, or for statements of the Originator, the Receivables Seller
or the Borrower, oral or written, or for the validity, sufficiency or
enforceability of the Receivables Claim, the Bank Claim, the Receivables
Documents, the Loan Documents, the Receivables Collateral Agent's interest in
the Receivables Program Assets or the Banks' or Banks' Agent's interest in the
Bank Collateral. The Banks and the Receivables Purchasers have entered into
their respective agreements with the Originator, the Receivables Seller or the
Borrower, as applicable, based upon their own independent investigations. None
of the Banks, the Administrative Agent or the Receivables Purchasers makes any
warranty or representation to the other nor does it rely upon any representation
of the other with respect to matters identified or referred to in this Section
2.10.

         2.11.    Limitation on Liability of Parties to Each Other. Except as
provided in this Agreement, no party shall have any liability to any other party
except for liability arising


                                       24
<PAGE>

from the gross negligence or willful misconduct of such party or its
representatives or a breach by such party or its representatives of its
obligations or agreements provided for herein.

         2.12.    Amendments to Financing Arrangements or to this Agreement. The
Banks' Agent agrees to use reasonable efforts to give, concurrently with any
written amendment or modification in the Loan Documents that: (i) purports to
affect Receivables or any Bank Interest therein; or (ii) modifies the
definitions of Subsidiary or Receivables Securitization Program contained in the
Credit Agreement, or otherwise would require the Receivables Subsidiary to be
subject (directly or indirectly) to any of the representations, warranties or
covenants of Subsidiaries or Material Subsidiaries under the Credit Agreement or
to be obligated to pay any of the obligations to the Banks or to the Banks'
Agent under the Credit Agreement and other Loan Documents; or (iii) would affect
the ability of Avondale Mills to (a) transfer Receivables (and expressly
including indebtedness arising out of a Bill and Hold Arrangement) and related
assets to the Receivables Seller, (b) make capital contributions to the
Receivables Seller or (c) advance funds to the Receivables Seller, prompt notice
to the Administrative Agent and the Receivables Collateral Agent of the same and
the Administrative Agent agrees to use reasonable efforts to, concurrently with
any written amendment or modification in the Receivables Documents, notify the
Banks' Agent of the same; provided, however, that the failure to do so shall not
create a cause of action against any party failing to give such notice or create
any claim or right on behalf of any third party or affect any such amendment or
modification. Each party hereto shall, upon reasonable request of any other
party hereto, provide copies of all such modifications or amendments and copies
of all other documentation relevant to the Receivables Program Assets or the
Bank Collateral. All modifications or amendments of this Agreement must be in
writing and duly executed by an authorized officer of each party hereto to be
binding and enforceable.

         2.13.    Marshalling of Assets. Nothing in this Agreement will be
deemed to require either the Receivables Collateral Agent or the Banks' Agent
(i) to proceed against certain property securing the Bank Claim (or any other
obligation or liability under the Credit Agreement or other Loan Documents) or
the Receivables Claim (or any other obligation or liability under the
Receivables Documents), as applicable, prior to proceeding against other
property securing such Claim or obligations or liabilities or against certain
persons guaranteeing any such obligations or (ii) to marshall the Bank
Collateral (or any other collateral) or the Receivables Program Assets (as
applicable) upon the enforcement of the Banks' Agent's or the Receivables
Collateral Agent's remedies under the Loan Documents or Receivables Documents,
as applicable.

         2.14.    Relative Rights.

         (a)      The relative rights of the Banks, each as against the other,
shall be determined by agreement among such parties in accordance with the terms
of the Loan Documents. The Administrative Agent, the Receivables Collateral
Agent and the Receivables Purchasers shall be entitled to rely on the power and
authority of the Banks' Agent to act on behalf of all of the Banks to the extent
the provisions hereof have the Banks' Agent so act.

         (b)      The Banks' Agent and Banks shall be entitled to rely on the
power and authority of the Receivables Collateral Agent and Administrative Agent
to act on behalf of the


                                       25
<PAGE>

Receivables Purchasers to the extent the provisions hereof have the Receivables
Collateral Agent or the Administrative Agent so act.

         2.15.    Effect Upon Loan Documents and Receivables Documents. By
executing this Agreement, the Originator and the Receivables Seller agree to be
bound by the provisions hereof (i) as they relate to the relative rights of the
Banks and the Banks' Agent with respect to the property of the Originator; and
(ii) as they relate to the relative rights of the Originator and the Receivables
Purchasers as creditors of the Receivables Seller. The Borrower acknowledges
that the provisions of this Agreement shall not give the Borrower any
substantive rights as against the Banks' Agent or the Banks and that nothing in
this Agreement shall amend, modify, change or supersede the terms of the Loan
Documents as between the Borrower, the Banks' Agent and the Banks. The
Receivables Seller acknowledges that the provisions of this Agreement shall not
give the Receivables Seller any substantive rights as against the Administrative
Agent, the Receivables Collateral Agent or the Receivables Purchasers and that
nothing in this Agreement shall amend, modify, change or supersede the terms of
the Receivables Documents as among the Receivables Seller, the Administrative
Agent, the Receivables Collateral Agent or the Receivables Purchasers. The
Originator and the Receivables Seller further acknowledge that the provisions of
this Agreement shall not give any such party any substantive rights as against
the other and that nothing in this Agreement shall amend, modify, change or
supersede the terms of the Receivables Documents as between the Originator and
the Receivables Seller. Notwithstanding the foregoing, each of the
Administrative Agent (for itself and on behalf of each Receivables Purchaser),
the Receivables Collateral Agent and the Banks' Agent (for itself and on behalf
of each Bank) agrees, that, as between themselves, to the extent the terms and
provisions of the Loan Documents or the Receivables Documents are inconsistent
with the terms and provisions of this Agreement, the terms and provisions of
this Agreement shall control.

         2.16.    Nature of the Bank Claim and Modification of Loan Documents.
Each of the Receivables Seller, the Administrative Agent (for itself and on
behalf of each Receivables Purchaser) and the Receivables Collateral Agent
acknowledges that the Bank Claim and other obligations and liabilities owing
under the Loan Documents are, in part, revolving in nature and that the amount
of such revolving indebtedness which may be outstanding at any time or from time
to time may be increased or reduced and subsequently reborrowed. Except as
expressly provided in Section 2.12, the terms of the Loan Documents may be
modified, extended or amended from time to time, and the amount thereof may be
increased or reduced, all without notice to or consent by any of the Receivables
Seller, the Administrative Agent, the Receivables Purchasers or the Receivables
Collateral Agent and without affecting the provisions of this Agreement. Without
in any way limiting the foregoing, each of the Receivables Seller, the
Administrative Agent (for itself and on behalf of each Receivables Purchaser) or
Receivables Collateral Agent hereby agrees that the maximum amount of Bank Claim
and other obligations and liabilities owing under the Loan Documents may be
increased at any time and from time to time to any amount.

         2.17.    Nature of the Receivables Claim and Modification of
Receivables Documents. The Originator and the Banks' Agent (for itself and on
behalf of each Bank) acknowledges that the Receivables Claim and other
obligations and liabilities owing under the Receivables Documents are, in part,
revolving in nature and that the amount of such revolving


                                       26
<PAGE>

obligations which may be outstanding at any time or from time to time may be
increased or reduced and subsequently reincurred. The terms of the Receivables
Documents may be modified, extended or amended from time to time, and the amount
thereof may be increased or reduced, all without notice to or consent by any of
the Banks or the Banks' Agent and without affecting the provisions of this
Agreement; provided, that (i) the Originator will notify the Banks' Agent and
the Banks of any such modification, extension, amendment, increase or reduction,
and (ii) it is understood that neither the Banks' Agent nor any Bank waives any
right or claim it may have with respect to any such modification, extension,
amendment, increase or reduction that would cause any Receivables Document to
fail to satisfy the conditions set forth in the definition of Receivables
Securitization Program, as defined in the Credit Agreement. Without in any way
limiting the foregoing, the Banks' Agent (for itself and on behalf of each Bank)
hereby agrees that the maximum amount of Receivables Claim and other obligations
and liabilities owing under the Receivables Documents and the amount of
Receivables which may be purchased or otherwise financed pursuant to the
Receivables Documents may, in each case, be increased at any time and from time
to time to any amount.

         2.18.    Further Assurances. Each of the parties agrees to take such
actions as may be reasonably requested by any other party, whether before,
during or after an Enforcement Period, in order to effect the rules of
distribution and allocation set forth above in this Article 2 and to otherwise
effectuate the agreements made in this Article.

         2.19.    No Petition. To and until the date which is one year and one
day after the later of the date the Receivables Claim shall have been paid in
full and the Receivables Documents have been terminated in accordance with their
terms, each of the parties hereto (except for each Receivables Purchaser and the
Receivables Seller as to itself) agrees that it shall not consent to or vote for
the filing of any petition in bankruptcy for the Receivables Seller or the
Receivable Purchaser.

         2.20.    No Challenge to Transfers or Assertion of Substantive
Consolidation.

         (a)      The Bank's Agent hereby agrees, on behalf of itself and the
Banks, that neither the Bank's Agent nor any Bank shall (i) challenge the
transfers of the Purchased Receivables and related assets from the Originator to
the Receivables Seller, whether on the grounds that such transfers were
disguised financings or fraudulent conveyances or otherwise, as long as such
transfers are carried out in all material respects in accordance with the
Receivables Documents or (ii) assert that the Originator and the Receivables
Seller should be substantively consolidated.

         (b)      The Receivables Collateral Agent hereby agrees that it shall
not (i) challenge the transfers of any Bank Collateral from the Borrower to the
Bank's Agent, whether on the grounds that such transfers were fraudulent
conveyances or otherwise, as long as such transfers are carried out in all
material respects in accordance with the Loan Documents or (ii) assert that the
Borrower and the Receivables Seller should be substantively consolidated.

         2.21.    Receivables Seller Not Subject to Credit Agreement. Each of
the parties acknowledges and agrees that the Receivables Seller is not and shall
not become a party to or a guarantor of any obligations arising under the Credit
Agreement.


                                       27
<PAGE>

                           ARTICLE 3. MISCELLANEOUS.

         3.1.     Notices. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including
telecommunications and communication by facsimile copy) and mailed, telexed,
transmitted or delivered, as to each party hereto, at its address set forth
under its name on the signature pages hereof or at such other address as shall
be designated by such party in a written notice to the other parties hereto. All
such notices and communications shall be effective upon receipt, or, in the case
of notice by mail, five (5) days after being deposited in the mails, postage
prepaid, or in the case of notice by telex, when telexed against receipt of the
answerback, or in the case of notice by facsimile copy, when verbal confirmation
of receipt is obtained, in each case addressed as aforesaid.

         3.2.     Agreement Absolute. Each of the Administrative Agent, the
Receivables Collateral Agent and the Receivables Purchasers shall be deemed to
have entered into the Receivables Documents in express reliance upon this
Agreement and the Banks and the Banks' Agent shall be deemed to have entered
into the Loan Documents in express reliance upon this Agreement. This Agreement
shall be and remain absolute and unconditional under any and all circumstances,
and no acts or omissions on the part of any party to this Agreement shall affect
or impair the agreement of any party to this Agreement, unless otherwise agreed
to in writing by all of the parties hereto. This Agreement shall be applicable
both before and after the filing of any petition by or against the Originator or
the Receivables Seller under the U.S. Bankruptcy Code and all references herein
to the Originator or the Receivables Seller shall be deemed to apply to a
debtor-in-possession for such party and all allocations of payments between the
Banks, the Receivables Purchasers and the Receivables Collateral Agent shall,
subject to any court order to the contrary, continue to be made after the filing
of such petition on the same basis that the payments were to be applied prior to
the date of the petition.

         3.3.     Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of each of the parties hereto and their respective
successors and assigns. The successors and assigns for the Originator and the
Receivables Seller shall include a debtor-in-possession or trustee of or for
such party. The successors and assigns for the Banks, the Receivables
Purchasers, the Banks' Agent, the Administrative Agent and the Receivables
Collateral Agent, as the case may be, shall include any successor Banks,
Receivables Purchasers, Banks' Agent, Administrative Agent or Receivables
Collateral Agent, as the case may be, appointed under the terms of the Loan
Documents or the Receivables Documents, as applicable. Each of the Banks' Agent
(for itself and on behalf of each Bank), the Administrative Agent (for itself
and on behalf of each Receivables Purchaser) and the Receivables Collateral
Agent, as the case may be, agrees not to transfer any interest it may have in
the Loan Documents or the Receivables Documents unless such transferee has been
notified of the existence of this Agreement and has agreed to be bound hereby.
In the event that the financing provided under the Credit Agreement shall be
refinanced, replaced or refunded, the Originator, the Receivables Seller, the
Administrative Agent and the Receivables Collateral Agent hereby agree, at the
request of the agent or the lenders participating in such refinancing,
replacement or refunding of the Credit Agreement, to execute and deliver a new
intercreditor agreement with such agent and/or lenders on substantially the same
terms as herein provided. In the event that the financing provided under the
Receivables Documents shall be refinanced, replaced or refunded, the Banks'
Agent (for itself and on behalf of each Bank) hereby agrees that, at the request
of the agent or


                                       28
<PAGE>

purchasers under the facility that so refinances, replaces or refunds the
financing under the Receivables Documents, to execute and deliver a new
intercreditor agreement with such agent and/or purchasers on substantially the
same terms as herein provided.

         3.4.     Beneficiaries. The terms and provisions of this Agreement
shall be for the sole benefit of the parties hereto, the Banks and the
Receivables Purchasers and their respective successors and assigns, and no other
Person shall have any right, benefit, or priority by reason of this Agreement.

         3.5.     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT
OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS).

         3.6.     Section Titles. The article and section headings contained in
this Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto.

         3.7.     Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

         3.8.     Execution in Counterparts. This Agreement 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 all of which when taken together shall constitute one and the same
agreement.

         3.9.     Pledge of Stock of Receivables Seller. The Administrative
Agent hereby agrees that, notwithstanding anything to the contrary contained in
the Receivables Documents, the Originator may pledge to the Bank's Agent all of
its right, title and interest in and to its equity interest interests in the
Receivables Seller, together with all dividends and other rights relating
thereto, pursuant to a Borrower Pledge Agreement in substantially the form
attached hereto as Exhibit A, and the Bank's Agent agrees to furnish a copy of
each such fully executed Borrower Pledge Agreement to the Administrative Agent.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       29
<PAGE>


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


                          GENERAL ELECTRIC CAPITAL
                          CORPORATION,
                            as Administrative Agent and as Receivables
                            Collateral Agent


                          By:
                             --------------------------------------------------
                              Name:
                              Title: Duly Authorized Signatory

                          Address:   201 High Ridge Road
                                     Stamford, CT 06927
                          Attention: Vice President-Portfolio/Avondale Mills
                          Telecopy:  (203) 316-7821


                          WACHOVIA BANK, NATIONAL
                          ASSOCIATION(successor by merger to Wachovia
                          Bank of Georgia, N.A.,
                          Wachovia Bank, N.A. and First Union National
                          Bank), as Banks' Agent


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

                          Address:   NC0760, 5th Floor, 301 South College Street
                                     Charlotte, NC 28288-0760
                          Attention: Roger Pelz
                          Telecopy:  (704) 374-6319




                                       30

<PAGE>

                          AVONDALE FUNDING, LLC,
                            as Receivables Seller


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


                          Address:   133 Marshall Street
                                     Graniteville, South Carolina 29829
                          Attention: President
                          Telecopy:  (803) 663-2399


                          AVONDALE MILLS, INC.,
                            as the Originator, as Servicer and as
                            Borrower


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

                          Address:   506 South Broad Street
                                     Monroe, Georgia 30655
                          Attention: Vice Chairman and Chief
                                     Financial Officer
                          Telecopy:  (770) 267-2543



                                       31
<PAGE>


                                    EXHIBIT A

                        FORM OF BORROWER PLEDGE AGREEMENT

                             [FOLLOWS AS EXHIBIT N]



                                       32
<PAGE>


                                                                       EXHIBIT N

                        FORM OF BORROWER PLEDGE AGREEMENT


         THIS BORROWER PLEDGE AGREEMENT (this "Agreement"), is made and entered
into as of August 30, 2002, by and between Wachovia Bank, National Association,
a national banking association, as agent for the Banks parties to the "Credit
Agreement" (as hereinafter defined)(the "Agent"), and Avondale Mills, Inc., an
Alabama corporation ("Borrower");

                              W I T N E S S E T H:

         WHEREAS, pursuant to that certain Second Amended and Restated Credit
Agreement, dated as of September 28, 2000, as amended by First Amendment to
Second Amended and Restated Credit Agreement dated as of August 30, 2001, Second
Amendment to Second Amended and Restated Credit Agreement dated as of February
6, 2002, Third Amendment to Second Amended and Restated Credit Agreement dated
as of March 1, 2002, Fourth Amendment to Second Amended and Restated Credit
Agreement dated as of May 24, 2002 and Fifth Amendment to Second Amended and
Restated Credit Agreement dated as of August 30, 2002 among Borrower, the Agent
and the Banks parties thereto (as amended or modified from time to time, the
"Credit Agreement"), the Banks have made and will make loans to the Borrower;
and

         WHEREAS, the obligations of the Banks to extend financial
accommodations under the Credit Agreement is conditioned on, among other things,
the execution and delivery by Borrower of this Agreement in order to secure all
of the Obligations of the Borrower under the Credit Agreement and to induce the
Banks and the Agent to execute and enter into the Credit Agreement, the Borrower
has agreed to execute and deliver this Agreement, granting a security interest
in, and lien upon, the Receivable Subsidiary Pledged Stock to the Agent for the
benefit of the Banks; and

         WHEREAS, to induce the Banks to extend or to continue to extend
financial accommodations to the Borrower, Borrower has agreed to enter into this
Agreement; and

         WHEREAS, Borrower is the sole owner of 100% of the membership interests
in Avondale Funding, LLC, which is a Receivables Subsidiary, as defined in the
Credit Agreement, and the "Receivables Seller" under the "Purchase Agreement"
described below in Section 14;

         NOW, THEREFORE, for the sum of $10 in hand paid and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to induce the Banks to extend financial accommodations from
time to time to the Borrower, Borrower and the Agent hereby agree as follows:

         1.       Defined Terms. Capitalized terms contained herein but not
defined herein shall have the meanings given them in the Credit Agreement.

         2.       Pledge of Pledged Collateral. Borrower does hereby pledge,
hypothecate, assign, transfer, set over, deliver and grant a security interest
in and to the Agent in all membership interests in Avondale Funding, LLC held by
it (which the Borrower represents and warrants constitutes 100% of the
membership interests therein), which shall constitute Receivables


                                       33
<PAGE>

Subsidiary Pledged Stock, as defined in the Credit Agreement, together with any
and all other securities, cash or other property at any time and from time to
time receivable or otherwise distributed in respect of or in exchange for any or
all of such pledged stock, and together with the proceeds thereof (hereinafter
said property being collectively referred to as the "Pledged Collateral"), all
as security for the payment of all of the Obligations in existence from time to
time. In the event the Borrower receives from the Receivables Subsidiary a
Purchase Money Note, it will deliver such Purchase Money Note to the Agent and
it shall also constitute Pledged Collateral.

         3.       Holding of Pledged Collateral and Rights. Borrower
acknowledges and agrees that the Agent shall hold the Pledged Collateral,
together with all right, title, interest, powers, privileges and preferences
pertaining or incidental thereto forever, subject, however, to the provisions of
Section 7 hereof and to the return of the Pledged Collateral (or such portion
thereof as may be existing from time to time hereafter after giving effect to
the terms hereof) by the Agent to Borrower upon the final and indefeasible
payment in full of all the Obligations and termination in writing of any and all
credit commitments with respect thereto.

         4.       Representations and Warranties; Certain Covenants. Borrower
hereby represents and warrants (which representations and warranties likewise
shall be deemed to have been renewed by Borrower upon each Borrowing under the
Credit Agreement) that: (i) Borrower has the complete and unconditional
authority to pledge the Pledged Collateral; (ii) Borrower holds the Pledged
Collateral free and clear of any and all liens, charges, encumbrances and
security interests thereon (other than in favor of the Agent) and has good
right, title and legal authority to pledge the Pledged Collateral in the manner
contemplated herein; (iii) all membership interests or stock now owned or
hereafter owned by Borrower and constituting or which will constitute Pledged
Collateral hereunder is, or will be on date of pledge thereof, validly issued,
fully paid and non-assessable; and (iv) no authorization, approval, or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required either (1) for the pledge by Borrower of the Pledged
Collateral pursuant to this Agreement or for the execution, delivery or
performance of this Agreement by Borrower or (2) for the exercise by Agent of
the voting or other rights provided for in this Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Agreement (except as may be
required in connection with the exercise of such rights or remedies by laws
affecting the voting, offering and sale of securities generally).

         5.       Delivery of Additional Securities; Further Assurances.
Borrower further covenants with the Agent that Borrower will cause any
additional securities or other property issued to or received by Borrower with
respect to any of the Pledged Collateral (except as provided in Section 7
below), whether for value paid by Borrower or otherwise, and including stock
dividends or other distributions on account of the Pledged Collateral, to be
deposited forthwith with the Agent and be pledged hereunder, in each case
accompanied by blank stock powers or other proper instruments of assignment duly
executed by Borrower in such form as may be reasonably required by the Agent.
Borrower agrees that at any time and from time to time, at the expense of
Borrower, Borrower will promptly execute and deliver all further instruments and
documents, and take all further action that the Agent may reasonably request, in
other to perfect and protect the security interest granted or purported to be
granted hereby or to enable the Agent to exercise and enforce its rights, powers
and remedies hereunder with respect to any Pledged Collateral.


                                       34
<PAGE>

         6.       Name in Which Pledged Collateral Held. Borrower further
acknowledges and agrees that the Agent may hold any of the Pledged Collateral in
its own name, endorsed or assigned in blank or in the name of any nominee or
nominees, and that the Agent may deliver any or all of the Pledged Collateral to
the issuer or issuers thereof for the purpose of making denominational exchanges
or registrations of transfer or for such other purposes in furtherance of this
Agreement as the Agent may deem advisable.

         7.       Voting Rights; Dividends, Etc. (a) So long as no Event of
Default shall have occurred and be continuing and the Agent has not delivered a
notice to Borrower of the Agent's intention to exercise voting and other
consensual rights pursuant to this Section 7:

                  (i)      Borrower shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged Collateral or any
part thereof for any purpose not prohibited by the terms of this Agreement, the
Parent Guaranty, the Credit Agreement or any other Loan Documents; provided,
however, that the Borrower shall give the Agent at least 5 Domestic Business
Days' prior written notice of the manner in which it intends to exercise any
right if such action would have a material adverse effect on the value of the
Pledged Collateral, and following request therefor by the Agent, Borrower shall
not exercise or refrain from exercising any such right; and

                  (ii)     the Agent shall execute and deliver (or cause to be
executed and delivered) to Borrower all such proxies and other instruments as
Borrower may reasonably request for the purpose of enabling Borrower to exercise
the voting and other rights which it is entitled to exercise pursuant to clause
(i) above.

                  (iii)    Borrower shall be entitled to receive and retain any
nonliquidating cash dividends, interest or any other distribution of property
paid, payable or otherwise distributed in cash in respect of the Pledged
Collateral.

         (b)      Upon the occurrence and during the continuance of an Event of
Default, and with respect to clause (i) below, the delivery of a notice to
Borrower of the Agent's intention to exercise voting and other consensual rights
pursuant thereto:

                  (i)      All rights of Borrower to exercise the voting and
other consensual rights which it would otherwise be entitled to exercise
pursuant to Section 7(a) shall cease, and all such rights shall thereupon become
vested in the Agent who shall thereupon have the sole right to exercise such
voting and other consensual rights; provided, however, Borrower shall continue
to have the rights to exercise such voting and other consensual rights
notwithstanding the occurrence and continuance of an Event of Default until the
Agent delivers a notice to Borrower of the Agent's intention to exercise such
voting and other consensual rights.

                  (ii)     All rights of Borrower to receive cash dividends,
interest, proceeds or other distributions in cash from the Pledged Collateral,
which it would otherwise be authorized to receive and retain pursuant to Section
7(a) shall cease and all rights to dividends, interest, proceeds and other
distributions shall thereupon be vested in the Agent, who shall thereupon have
the sole right to receive and hold as Pledged Collateral such interest or other
distributions. All dividends, interest, proceeds and other distributions which
are received by Borrower contrary


                                       35
<PAGE>

to these provisions shall be received in trust for the benefit of the Agent,
shall be segregated from other property or funds of Borrower and shall be
forthwith delivered to the Agent as Pledged Collateral in the same form as so
received (with any necessary endorsement).

         8.       Agent Appointed Attorney-in-Fact. Borrower hereby irrevocably
appoints the Agent as Borrower's attorney-in-fact, with full authority in the
place and stead of Borrower and in the name of Borrower or otherwise, from time
to time in the Agent's discretion, after the occurrence and during the
continuance of an Event of Default, to take any action and to execute any
instrument which the Agent may deem reasonably necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to Borrower
representing any dividend, principal and/or interest payment or other
distribution in respect of the Pledged Collateral or any part thereof and to
give full discharge for the same, when and to the extent permitted by this
Agreement.

         9.       The Agent May Perform. If Borrower fails to perform any
agreement contained herein, the Agent may take reasonable action to perform, or
cause performance of, such agreement, and the reasonable expenses of the Agent
incurred in connection therewith shall be payable by Borrower under Section 13;
provided, that, the Agent shall exercise commercially reasonable efforts to
notify Borrower prior to taking any such action (although the failure to so
notify Agent shall not limit the Agent's rights hereunder).

         10.      Reasonable Care. The Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Pledged Collateral is accorded treatment substantially equal
to that which the Agent accords the Agent's own property, it being understood
that the Agent shall not have responsibility for (i) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Pledged Collateral, whether or not the Agent has
or is deemed to have knowledge of such matters, unless reasonably requested to
do so by Borrower, or (ii) taking any necessary steps to preserve rights against
any parties with respect to any Pledged Collateral.

         11.      Events of Default.  The following shall constitute "Events of
Default" hereunder:

                  (a)      Should Borrower assign, attempt to encumber, subject
to further pledge or security interest, sell, transfer or otherwise dispose of
any of the Pledged Collateral without the prior written consent of the Agent;

                  (b)      If an "Event of Default" occurs under any of the
Credit Agreement, the other Loan Documents or the Parent Guaranty; or

                  (c)      If any representations or warranties made herein by
Borrower shall be untrue in any material respect when made or furnished.

         12.      Remedies. If any Event of Default shall have occurred and be
continuing, subject to the provisions of Section 14 hereof:

                  (a)      The Agent may exercise (in compliance with all
applicable securities laws) in respect of the Pledged Collateral, in addition to
other rights and remedies provided for herein or otherwise available to them,
all the rights and remedies of a secured party on default


                                       36
<PAGE>

under the Uniform Commercial Code in effect in the State of Georgia at that
time, and the Agent may also, without notice except as specified below, sell (in
compliance with all applicable securities laws) the Pledged Collateral or any
part thereof in one or more parcels at public or private sale, at any exchange,
over the counter or at any of the Agent's offices or elsewhere, for cash, on
credit or for future delivery, and at such price or prices and upon such other
terms as the Agent may deem commercially reasonable or otherwise in such manner
as necessary to comply with applicable federal and state securities laws. The
Agent shall be authorized at any such sale (if it deems it advisable to do so)
to restrict the prospective bidders or purchasers to persons who will represent
and agree that they are purchasing the Pledged Collateral for their own account
for investment and not with a view to the distribution or sale thereof, and upon
consummation of any such sale the Agent shall have the right to assign, transfer
and deliver to the purchaser or purchasers at any such sale and such purchasers
shall hold the property sold absolutely, free from any claim or right on the
part of Borrower, and Borrower hereby waives (to the extent permitted by law)
all rights of redemption, stay and/or appraisal which it now has or may at any
time in the future have under any rule of law or statute now existing or
hereafter enacted. The Agent shall give Borrower at least 10 days' notice of the
time and place of any public sale or the time after which any private sale is to
be made , which Borrower agrees shall constitute reasonable notification. At any
such sale, the Agent may bid (which bid may be, in whole or in part, in the form
of cancellation of Obligations) for and purchase the whole or any part of the
Pledged Collateral. The Agent shall not be obligated to make any sale of Pledged
Collateral regardless of notice of sale having been given. The Agent may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. If sale of all or any part of the
Pledged Collateral is made on credit or for future delivery, the Pledged
Collateral so sold may be retained by the Agent until the sale price is paid by
the purchaser or purchasers thereof, but the Agent shall not incur any liability
in case any such purchaser or purchasers shall fail to take up and pay for the
Pledged Collateral so sold and, in case of any such failure, such Pledged
Collateral may be sold again upon like notice. Borrower agrees that any sale of
the Pledged Collateral conducted by the Agent in accordance with the foregoing
provisions of this Section 12 shall be deemed to be a commercially reasonable
sale under O.C.G.A. ss. 11-9-610 of the Georgia Uniform Commercial Code. As an
alternative to exercising the power of sale herein conferred upon them, the
Agent may proceed by a suit or suits at law or in equity to foreclose the
security interest granted under this Agreement and to sell the Pledged
Collateral, or any portion thereof, pursuant to a judgment or decree of a court
or courts of competent jurisdiction.

                  (b)      Any cash held by the Agent as Pledged Collateral and
all cash proceeds received by the Agent in respect of any sale of, collection
from, or other realization upon or any part of the Pledged Collateral following
the occurrence of an Event of Default shall be applied by the Agent for the
benefit of the Banks in the following manner: first, in discharge of all
expenses incurred by the Agent which Borrower is obligated to reimburse the
Agent pursuant to Section 13 hereof; secondly, to all outstanding fees and other
expenses owing under the Credit Agreement or the other Loan Documents in such
order as the Required Banks shall elect; thirdly, to accrued and unpaid interest
on the Obligations in such order as the Required Banks may elect; and lastly, to
the principal balances of any such Obligations then outstanding in such order as
the Required Banks may elect.


                                       37
<PAGE>

                  (c)      Any surplus of such cash or cash proceeds held by the
Agent and remaining after payment in full of all the Obligations shall be paid
over to Borrower or to whomsoever may be lawfully entitled to receive such
surplus.

         13.      Expenses. Borrower will, upon demand, pay to the Agent the
amount of any and all reasonable expenses, including the reasonable fees and
expenses of its counsel, actually incurred, and of any experts and agents, and
including any taxes or fees incurred on account of the execution, issuance,
delivery or recording of this Agreement or other documents executed in
connection herewith which the Agent may incur in connection with (i) the sale
of, collection from, or other realization upon, any of the Pledged Collateral,
or (ii) the exercise or enforcement of any of the rights of the Agent hereunder,
or (iii) the failure by Borrower to perform or observe any of the provisions
hereof.

         14.      Pledged Shares; Limitation on Actions. The Parties hereto
acknowledge that the Receivables Subsidiary (as "Receivables Seller") and
Borrower have entered into a structured receivables financing transaction with
Redwood Receivables Corporation ("Redwood") and General Electric Capital
Corporation (the "Redwood Agent") pursuant to a Receivables Purchase and
Servicing Agreement (the "Purchase Agreement"). To induce Redwood and the
Redwood Agent to permit the pledge of the Pledged Collateral), the parties
hereto agree to the following limitations. Capitalized terms used in this
Section 14 and not otherwise defined herein shall have the meanings ascribed to
such terms in Annex X to the Purchase Agreement.

         (a)      Anything herein or in the Credit Agreement to the contrary
notwithstanding:

                  (i)      Until the date on which the Purchaser Interest and
                  all other amounts owed under the Related Documents have been
                  indefeasibly paid in full in cash in accordance with the terms
                  of the Related Documents, the Agent, for itself and as agent
                  for the Banks, agrees that, upon exercising its rights with
                  respect to the Pledged Collateral, it will not exercise any
                  rights to vote the Pledged Collateral or otherwise control the
                  actions and operations of the Receivables Subsidiary with
                  respect to any matters, except (i) to vote in favor of a
                  prepayment or termination of the Purchase Agreement in
                  accordance with its terms and (ii) to vote in favor of a
                  dividend or distribution, and, until the Purchaser Interest
                  and all other amounts owed under the Related Documents have
                  been indefeasibly paid as described above, the Agent's rights
                  will be limited to receiving any dividends and distributions
                  on the Pledged Collateral which, pursuant to the terms of the
                  Related Documents, are allowed to be distributed on account of
                  the Pledged Collateral. Without limiting the foregoing, the
                  Agent shall not vote the Pledged Collateral or otherwise
                  exercise control over the Receivables Subsidiary so as to
                  cause the Receivables Subsidiary: (A) to violate or breach any
                  term or provision in any Related Documents, (B) to make
                  dividends or distributions on such Pledged Collateral except
                  as described above, (C) to amend or alter any of the
                  Receivables Subsidiary's organizational documents, or (D) to
                  incur any debt other than as expressly permitted under the
                  Related Documents;

                  (ii)     In the event that the Agent receives any payments or
                  funds relating to the Receivables Program Assets (as defined
                  in the Intercreditor Agreement) (the


                                       38
<PAGE>

                  "Receivables Program Assets") prior to the date on which the
                  Purchaser Interest and all other amounts owed under the
                  Related Documents have been indefeasibly paid in full in cash
                  in accordance with the terms of the Related Documents, the
                  Agent shall hold such payments or funds in trust for the
                  benefit of the Redwood Agent, and shall promptly transfer such
                  payments or funds to the Redwood Agent;

                  (iii)    The provisions of this Section 14 shall continue to
                  be effective or be reinstated, as the case may be, if at any
                  time any payment of the Purchaser Interest or any other
                  amounts owed under the Related Documents is rescinded or must
                  otherwise be returned by the Redwood Agent or the Purchasers
                  upon the insolvency, bankruptcy or reorganization of the
                  Receivables Subsidiary or otherwise, all as though such
                  payment had not been made; and

                  (iv)     Prior to the date on which the Purchaser Interest
                  and all other amounts owed under the Related Documents have
                  been indefeasibly paid in full in cash in accordance with the
                  terms of the Related Documents, neither the Agent nor any Bank
                  shall object to or contest in any administrative, legal or
                  equitable action or proceeding (including, without limitation,
                  any insolvency, bankruptcy, receivership, liquidation,
                  reorganization, winding up, readjustment, composition or other
                  similar proceeding relating to the Borrower or the Receivables
                  Subsidiary or their respective property) or object to or
                  contest in any other manner (A) the interests of the
                  Receivables Subsidiary and its successors and assigns in any
                  of the Receivables Program Assets transferred by the Borrower
                  or its affiliates to the Receivables Subsidiary pursuant to
                  the Related Documents and/or (B) the interests of the Redwood
                  Agent or the Purchasers in the Receivables Program Assets.
                  Neither the Agent, nor any Bank shall object to or contest in
                  any manner the receipt of any payment by the Redwood Agent
                  and/or the Purchasers with respect to the Receivables Program
                  Assets for the satisfaction of the Purchaser Interest.

         (b)      The Redwood Agent shall be a third-party beneficiary with
respect to this Section 14.

         (c)      So long as the Purchaser Interest and all other amounts owed
under the Related Documents have not been indefeasibly paid in full in cash in
accordance with the terms of the Related Documents, this Section 14 shall not be
amended, modified or supplemented without the prior written consent of the
Redwood Agent, which consent shall be at the sole discretion of the Redwood
Agent, and the provisions of this Section 14 shall be contained in any agreement
that amends and restates this Agreement. The Agent and the Banks agree that no
such party shall enter into any additional agreement that would adversely affect
the rights of the Redwood Agent as provided hereunder.

         15.      Security Interest Absolute. All rights of the Agent hereunder,
the security interest granted to the Agent hereunder, and all obligations of
Borrower hereunder, shall be absolute and unconditional irrespective of any of
the following, and Borrower expressly consents to the


                                       39
<PAGE>

occurrence of any of such events and waives, in its capacity as Borrower, to the
extent permitted by law, any defense arising therefrom:

                  (i)      any lack of validity or enforceability of any of the
Loan Documents or any other agreement or instrument relating thereto;

                  (ii)     any change in the time, manner or place of payment
of, or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to any departure from any of the Loan
Documents;

                  (iii)    any exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to or departure
from any of the Loan Documents, including, without limitation, the Security
Agreement and any Operative Mortgages or any other guaranty for all or any of
the Obligations; or

                  (iv)     any other circumstance which might otherwise
constitute a defense available to, or a discharge of, Borrower in respect of the
Obligations or in respect of this Agreement.

         16.      Amendments, Etc. No amendment or waiver of any provision of
this Agreement nor consent to any departure by Borrower herefrom shall in any
event be effective unless the same shall be in writing and signed by the Agent
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

         17.      No Waiver; Cumulative Remedies. No failure on the part of the
Agent to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy by the Agent preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law.

         18.      Severability. If any provision of this Agreement or the
application thereof to any party hereto or circumstances shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to any other party thereto or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.

         19.      Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including bank wire, telecopier or similar
writing) and shall be given to such party at its address or telecopier number
set forth on the signature pages or at such other address or telecopier number
as such party may hereafter specify for the purpose by notice to each other
party. Each such notice, request or other communication shall be effective (i)
if given by telecopier, when such telecopy is transmitted to the telecopier
number specified in this Section and the appropriate confirmation is received,
(ii) if given by mail, 3 Domestic Business Days after such communication is
deposited in the mail, with first class postage prepaid, addressed as aforesaid
or (iii) if given by any other means, when delivered at the address specified in
this Section 19.

         20.      Time is of the Essence.  Time is of the essence in this
Agreement.


                                       40
<PAGE>

         21.      Interpretation. No provision of this Agreement shall be
construed against or interpreted to the disadvantage of any party hereto by any
court or other governmental or judicial authority by reason of such party having
or being deemed to have structured or dictated such provision.

         22.      The Agent Not Joint Venturer. Neither this Agreement nor any
agreements, instruments, documents or transactions contemplated hereby shall in
any respect be interpreted, deemed or construed as making the Agent a partner or
joint venturer with Borrower or as creating any similar relationship or entity,
and Borrower agrees that it will not make any contrary assertion, contention,
claim or counterclaim in any action, suit or other legal proceeding involving
the Agent and Borrower.

         23.      Jurisdiction. Borrower agrees that any legal action or
proceeding with respect to this Agreement may be brought in the courts of the
State of Georgia or the United States of America for the Northern District of
Georgia, Atlanta Division, all as the Agent may elect. By execution of this
Agreement, Borrower hereby submits to each such jurisdiction, hereby expressly
waiving whatever rights may correspond to it by reason of its present or future
domicile. Nothing herein shall affect the right of the Agent to commence legal
proceedings or otherwise proceed against Borrower in any other jurisdiction or
to serve process in any manner permitted or required by law.

         24.      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia and shall inure to
the benefit of and be binding upon the successors and assigns of the parties
hereto.

         25.      Counterparts. This Agreement may be executed in two or more
counterparts, each of which when fully executed shall be an original, and all of
said counterparts taken together shall be deemed to constitute one and the same
agreement.


                         [Signatures on Following Page]



                                       41
<PAGE>

         IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly
executed under seal as of the date first above written.

"Borrower"

AVONDALE MILLS, INC.                                                   (SEAL)


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

Avondale Mills, Inc.
506 South Broad Street
Monroe, Georgia 30655
Attention:  Vice Chairman and Chief Financial
Telecopier number: 770-267-2543
Confirmation number: 770-267-2226


ACCEPTED AND AGREED:


WACHOVIA BANK, NATIONAL ASSOCIATION,
in its capacity as Agent


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

Wachovia Bank, National Association
NC0760, 5th Floor, 301 South College Street
Charlotte, NC 28288-0760
Attention:  Roger Pelz
Telecopier number:  704-374-6319
Telephone number:  704-374-6060




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