<PAGE>   1

                                                                     EXHIBIT 4.7




                       THIRD AMENDMENT TO CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is
dated as of the 27th day of August, 1999 among AVONDALE MILLS, INC. (the
"Borrower"), WACHOVIA BANK, N.A., as Agent (the "Agent"), THE FIRST NATIONAL
BANK OF CHICAGO, as Documentation Agent (the "Documentation Agent"), and
WACHOVIA BANK, N.A., THE FIRST NATIONAL BANK OF CHICAGO, BANK OF AMERICA, N.A.
(formerly Nationsbank, N.A.), REGIONS BANK (formerly First Alabama Bank) and
FIRST UNION NATIONAL BANK (collectively, the "Banks");


                              W I T N E S S E T H:


         WHEREAS, the Borrower, the Agent, the Documentation Agent and the Banks
executed and delivered that certain Amended and Restated Credit Agreement, dated
as of April 29, 1996, as amended by First Amendment to Credit Agreement dated as
of March 20, 1997 and Second Amendment to Credit Agreement dated as of August
29, 1997 (as so amended, the "Credit Agreement");

         WHEREAS, the Borrower has requested and the Agent, the Documentation
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, the
Documentation 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 (including defined terms
added by this Third Amendment) 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 "Cash Flow" and "Termination
Date" and substituting the following therefor:

         "Cash Flow" means Consolidated Net Income, plus (i) Net Interest
Expense (including interest on the Subordinated Debt), plus (ii) income taxes,
plus (iii)



<PAGE>   2

depreciation, plus (iv) amortization, plus or minus, as the case may be, (v)
LIFO Adjustments and plus (vi) the amount of any non-cash writeoffs of obsolete
or surplus equipment, spare parts or real property, up to but not in excess of
$10,000,000 during any period of 4 consecutive Fiscal Quarters.

                   "Termination Date" means October 31, 2001.

         3. Substitution of New Compliance Certificate. In order to give effect
to the revised definition of "Cash Flow" (which affects the calculations in
Sections 5.03, 5.04 and 5.06), Exhibit F to the Credit Agreement hereby is
deleted and Exhibit F attached hereto is substituted therefor.

         4. 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 Third Amendment and all
other Loan Documents executed and/or delivered in connection herewith, 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.

         5. 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 from and after the date of this
Third Amendment, unless otherwise specifically stated herein.

         6. 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 effective as of the date hereof.

         7. Counterparts. This Third 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.

         8. Section References. Section titles and references used in this Third
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.

         9. No Default. To induce the Agent and the Banks to enter into this
Third 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 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.

         10. 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 to the Borrower.

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



                                       2
<PAGE>   3

         12. Conditions Precedent. This Third Amendment shall become effective
as of the date of this Third Amendment only upon (i) execution and delivery of
this Third Amendment by each of the parties hereto, (ii) execution and delivery
of the Consent and Reaffirmation of Guarantors at the end hereof by the Parent
and Avondale Mills Graniteville Fabrics, Inc. and (iii) payment to the Agent,
for the ratable account of the Banks, of an amendment fee in an amount equal to
0.025% of the Aggregate Commitments.

         13. Certain Acknowledgments. Each of the parties acknowledges that, for
purposes of notices pursuant to Section 9.01 of the Credit Agreement, (i) the
names of NationsBank, N.A. and First Alabama Bank have been changed to Bank of
America, N.A. and Regions Bank, respectively, and (ii) on September 13, 1999,
the name of The First National Bank of Chicago will change to Bank One, N.A.

         IN WITNESS WHEREOF, the Borrower, the Agent, the Documentation Agent
and each of the Banks has caused this Third 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)      WACHOVIA BANK, N.A.,
                                          as Agent and as a Bank          (SEAL)

By: /s/ Jack R. Altherr , Jr.             By: /s/ W. Tompkins Rison, Jr.
    --------------------------                ------------------------------
     Title:Vice Chairman & CFO                 Title: Vice President

THE FIRST NATIONAL BANK OF                BANK OF AMERICA, N.A. (formerly
CHICAGO, as Documentation Agent           NationsBank, N.A.), as a Bank   (SEAL)
and as a Bank                 (SEAL)

By: /s/ Judith Cornwell                   By: /s/ Deirdre B. Doyle
    --------------------------                ------------------------------
    Title: Vice President                      Title: Vice President

REGIONS BANK,                             FIRST UNION NATIONAL BANK,
(formerly First Alabama Bank),            as a Bank                       (SEAL)
as a Bank                     (SEAL)

By: /s/ Mark Howze                        By:  /s/ Roger Pelz
    --------------------------                ------------------------------
     Title: Vice President                      Title: Senior Vice President






                                       3
<PAGE>   4


                                    EXHIBIT F


                             COMPLIANCE CERTIFICATE


         Reference is made to the Amended and Restated Credit Agreement dated as
of April 29, 1996, as amended by First Amendment to Credit Agreement dated as of
March 20, 1997, Second Amendment to Credit Agreement dated as of August 29, 1997
and Third Amendment to Credit Agreement dated as of August 27, 1999 (as so
amended and as hereafter modified and supplemented and in effect from time to
time, the "Credit Agreement") among Avondale Mills, Inc., the Banks from time to
time parties thereto, Wachovia Bank, N.A., as Agent, and The First National Bank
of Chicago, as Documentation Agent. Capitalized terms used herein shall have the
meanings ascribed thereto in the Credit Agreement.

         Pursuant to Section 5.01(c) of the Credit Agreement, (i)
________________, the duly authorized __________________of Avondale
Incorporated, hereby certifies to the Agent and the Banks that the information
contained in the Compliance Check List attached hereto is true, accurate and
complete as of ____________, __, and (ii) ____________, the duly authorized
___________________of Avondale Mills, Inc. hereby (A) certifies to the Agent and
the Banks that to the Knowledge of such officer, no Default is in existence on
and as of the date hereof and (B) restates and reaffirms that to the Knowledge
of such officer, the representations and warranties contained in Article IV of
the Credit Agreement are true on and as of the date hereof as though restated on
and as of this date, 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.


                                                     AVONDALE INCORPORATED



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


                                                     AVONDALE MILLS, INC.



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





                                       4
<PAGE>   5


                              COMPLIANCE CHECK LIST
                             Avondale Incorporated


                               ------------, ----

1.       Fixed Charge Coverage Ratio (Section 5.03)

         The Fixed Charge Coverage Ratio, calculated at the end of each Fiscal
         Quarter, shall be greater than: (i) 1.75 to 1.0 from the end of the
         third Fiscal Quarter of the 1996 Fiscal Year through the first Fiscal
         Quarter of the 1997 Fiscal Year; (ii) 2.00 to 1.0 for the second Fiscal
         Quarter of the 1997 Fiscal Year; (iii) 2.25 to 1.0 for the third and
         fourth Fiscal Quarters of the 1997 Fiscal Year; and (iv) 2.50 to 1.0
         thereafter.

<TABLE>
         <S>      <C>                                         <C>
         (a)      Consolidated Net Income - Schedule 1        $
                                                               -----------

         (b)      Net Interest Expense - Schedule 1           $
                                                               -----------

         (c)      income taxes - Schedule 1                   $
                                                               -----------

         (d)      depreciation - Schedule 1                   $
                                                               -----------

         (e)      amortization - Schedule 1                   $
                                                               -----------

         (f)      Dividends - Schedule 1                      $
                                                               -----------

         (g)      LIFO Adjustments -Schedule 1                $
                                                               -----------

         (h)      non-cash writeoffs of obsolete or
                  surplus equipment, spare parts or
                  real property
                  Schedule 1(1)                               $
                                                               -----------

         (i)      sum of (a) plus (b) plus (c)
                  plus (d) plus (e) less (f), less or
                  plus (g), as applicable, plus (h)           $
                                                               -----------

         (j)      Current Maturities of Long Term
                  Debt - Schedule 1                           $
                                                               -----------
</TABLE>

------------

(1) Not to exceed $10,000,000 during any period of 4 consecutive Fiscal Quarters



                                       5
<PAGE>   6


                              COMPLIANCE CHECK LIST
                              Avondale Incorporated


                             ----------------, ----


<TABLE>
<S>                               <C>                          <C>
         (k)  Net Interest Expense(2)                          $
                                                                ---------

         (l)  sum of (j) plus (k)                              $
                                                                ---------

         Ratio of (i) to (l)

         Requirement                                           >2.50 to 1.0

2.       Senior Debt to Cash Flow Ratio (Section 5.04)

         The Senior Debt to Cash Flow Ratio, calculated at the end of each
         Fiscal Quarter, shall be less than 4.00 to 1.0.

         (a)      Consolidated Total Debt - Schedule 2         $
                                                                ---------

         (b)      Subordinated Debt                            $
                                                                ---------

         (c)      (a) less (b)                                 $
                                                                ---------

         (d)      Consolidated Net Income - Schedule 1         $
                                                                ---------

         (e)      Net Interest Expense - Schedule 1            $
                                                                ---------

         (f)      income taxes - Schedule 1                    $
                                                                ---------

         (g)      depreciation - Schedule 1                    $
                                                                ---------

         (h)      amortization - Schedule 1                    $
                                                                ---------
</TABLE>

-----------------------

(2) Calculate only on Fiscal Quarters ending after the Closing Date (and for the
Fiscal Quarter in which the Closing Date occurs, on the portion thereof on and
after the Closing Date), on an annualized basis.



                                       6
<PAGE>   7

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated


                             ----------------, ----



<TABLE>
         <S>      <C>                                         <C>
         (i)      LIFO Adjustments -Schedule 1                $
                                                               -----------

         (j)      non-cash writeoffs of obsolete or
                  surplus equipment, spare
                  parts or real property
                  Schedule 1(3)                               $
                                                               -----------

         (k)      sum of (d) plus (e) plus (f)
                  plus (g) plus (h) plus or less (i),
                  as applicable, plus (j)                     $
                                                               -----------

         Ratio of (c) to (k)                                   -----------

         Requirement                                          <4.0 to 1.0

3.       Senior Debt to Capitalization Ratio (Section 5.05)

         The Senior Debt to Capitalization Ratio, calculated at the end of each
         Fiscal Quarter, shall be less than 0.65 to 1.0.

         (a)      Consolidated Senior Debt - Schedule 2       $
                                                               -----------

         (b)      Consolidated Adjusted Tangible
                  Net Worth - Schedule 3                      $
                                                               -----------

         (c)      Subordinated Debt                           $

         (d)      Sum of (a) plus (b) plus (c)                $
                                                               -----------

         Ratio of (a) to (d)                                   -----------

         Requirement                                          <0.65 to 1.0
</TABLE>

------------------

(3) Not to exceed $10,000,000 during any period of 4 consecutive Fiscal Quarters


                                       7
<PAGE>   8

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated


                             ----------------, ----


4.       Total Debt to Cash Flow Ratio (Section 5.06)

         The Total Debt to Cash Flow Ratio, calculated at the end of each Fiscal
         Quarter, shall be less than: (i) 5.60 to 1.0 from the end of the third
         Fiscal Quarter of the 1996 Fiscal Year through the first Fiscal Quarter
         of the 1997 Fiscal Year; and (ii) 5.0 to 1.0 thereafter.

<TABLE>
         <S>      <C>                                          <C>
         (a)      Consolidated Total Debt - Schedule 2         $
                                                                ----------

         (b)      Consolidated Net Income - Schedule 1         $
                                                                ----------

         (c)      Net Interest Expense - Schedule 1            $
                                                                ----------

         (d)      income taxes - Schedule 1                    $
                                                                ----------

         (e)      depreciation - Schedule 1                    $
                                                                ----------

         (f)      amortization - Schedule 1                    $
                                                                ----------

         (g)      LIFO Adjustments - Schedule 1                $
                                                                ----------

         (h)      non-cash writeoffs of obsolete or
                  surplus equipment, spare
                  parts or real property
                  Schedule 1(4)                                $
                                                                -----------

         (i)      sum of (b) plus (c) plus (d)
                  plus (e) plus (f) less or plus (g),
                  as applicable, plus (h)                      $
                                                                -----------

         Ratio of (a) to (i)                                    -----------

         Requirement                                           <5.0 to 1.0
</TABLE>


------------------

(4) Not to exceed $10,000,000 during any period of 4 consecutive Fiscal Quarters




                                       8
<PAGE>   9

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated


                             ----------------, ----



5.       Restricted Payments (Section 5.07)

         The Parent and the Borrower will not make any Restricted Payment,
         except, so long as no Default shall have occurred and be continuing, a
         Restricted Payment may be made if at the time of such Restricted
         Payment and after giving effect thereto, the aggregate amount of such
         Restricted Payment and all other Restricted Payments since the
         beginning of the Restricted Payment Calculation Period would not exceed
         the sum of (x) $10,000,000, plus (y) 50% of Consolidated Net Income
         during the Restricted Payment Calculation Period (treated as one
         accounting period) (or, in case such Consolidated Net Income shall be a
         deficit, minus 100% of such deficit).

<TABLE>
         <S>      <C>                                         <C>
         (a)      Cumulative Consolidated Net Income
                  during Restricted Payment Calculation
                  Period                                      $
                                                               -----------

         (b)  50% of (a)                                      $
                                                               -----------

         (c)  Sum of (b) and $10,000,000                      $
                                                               -----------

         (d)  Aggregate Restricted Payments
                  made during Restricted Payment
                  Calculation Period                          $
                                                               -----------

                 Limitation (d) may not exceed (c)
</TABLE>

6.       Loans and Advances (Section 5.09)


         Neither the Parent, the Borrower nor any of the Material Subsidiaries
         shall make loans or advances to any Person except, so long as no Event
         of Default is in existence:

                           (A)(i) loans or advances to employees not exceeding
         $2,000,000 in the aggregate principal amount outstanding at any time,
         in each case made in the ordinary course of business and consistent
         with practices existing on August 25, 1995; (ii) deposits required by
         government agencies or public utilities; and (iii) loans or advances to
         Wholly Owned Subsidiaries (other than from the Parent to the Borrower
         or as provided in Section 5.09(C)) not exceeding $1,000,000 in the
         aggregate outstanding; provided that after giving effect to the making
         of any loans, advances or deposits permitted by this Section 5.09(A),
         the aggregate of all loans and advances permitted in this Section
         5.09(A) does not exceed $4,000,000;



                                       9
<PAGE>   10

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated

                             ----------------, ----

                  (B) loans or advances from the Parent to the Borrower or from
         the Borrower to the Parent, or from the Borrower to AMGF (i) pursuant
         to the AMGF/Graniteville Transaction and within the limits contained in
         the definition thereof and (ii) otherwise to fund the ongoing working
         capital needs and capital expenditures of AMGF in the ordinary course
         of business;

                  (C) loans or advances to the Receivables Subsidiary evidenced
         by a Purchase Money Note; and

                  (D) other loans or advances (not including any loans and
         advances of the types described in clauses (A), (B) or (C) above) in an
         aggregate amount, together with Investments permitted by clause (viii)
         of Section 5.10, not exceeding the sum of $15,000,000, including
         Investments in Oneita Industries, Inc. in the amount of $7,500,000
         through subordinated debt (and any conversion thereof to Capital
         Stock), plus 10% of positive Consolidated Adjusted Tangible Net Worth
         as of the date of measurement.

         Calculations with respect to Section 5.09(A):

<TABLE>
         <S>                                                   <C>
         (a) loans and advances to employees                   $
                                                                -----------

                  Limitation                                   $2,000,000

         (b) deposits required by government
             agencies or public utilities                      $
                                                                -----------
</TABLE>







                                       10
<PAGE>   11

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated


                             ----------------, ----

<TABLE>
         <S> <C>                                                       <C>
         (c) loans or advances to Wholly Owned
             Subsidiaries (other than stated
             exceptions)                                               $
                                                                        ----------

                  Limitation                                           $1,000,000

         (d) sum of (a) plus (b) plus (c)                              $
                                                                        ----------

                  Limitation                                           $4,000,000

         Calculations with respect to Section 5.09(D):

         (e)      loans and advances not permitted by
                  clauses (A), (B) or (C)                              $
                                                                        ----------

         (f)      sum of (a) and amount in paragraph 7(a)              $
                                                                        ----------

         (g)  Consolidated Adjusted Tangible
              Net Worth - Schedule 3                                   $
                                                                        ----------

         (g)  10% of (g)                                               $
                                                                        ----------

         (h)  Sum of (h) and $15,000,000                               $
                                                                        ----------
</TABLE>

                  Limitation--(f) may not exceed (i)


7.   Investments (Section 5.10)

         Neither the Parent, the Borrower nor any of the Consolidated
         Subsidiaries shall make Investments in any Person except as permitted
         by Section 5.09 and except Investments in (i) direct obligations of the
         United States Government maturing within one year, (ii) certificates of
         deposit issued by a commercial bank whose credit is satisfactory to the
         Agent, (iii) commercial paper rated A1 or the equivalent thereof by
         Standard & Poor's Corporation or P1 or the equivalent thereof by
         Moody's Investors Service, Inc. and in either case maturing within 6
         months after the date of acquisition, (iv) tender bonds the payment of
         the principal of and interest on which is fully supported by a letter
         of credit issued by a United States bank whose long-term certificates
         of deposit are rated at least AA or the equivalent thereof by Standard
         & Poor's Corporation and Aa or the equivalent thereof by Moody's
         Investors Service, Inc., (v) Investments by Borrower in the Receivables
         Subsidiary and obligations consisting of Standard Securitization


                                       11
<PAGE>   12

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated

                             ----------------, ----



         Undertakings, (vi) Investments by the Receivables Subsidiary in a
         Special Purpose Vehicle and obligations consisting of Standard
         Securitization Undertakings, (vii) loans and advances permitted by
         Section 5.09, and Investments by the Borrower in AMGF (x) pursuant to
         the AMGF/Graniteville Transaction and within the limits contained in
         the definition thereof and (y) otherwise to fund the ongoing working
         capital needs and capital expenditures of AMGF in the ordinary course
         of business, and (viii) other Investments in an aggregate amount after
         the Closing Date not exceeding the sum of $15,000,000, including
         Investments in Oneita Industries, Inc. in the amount of $7,500,000
         through subordinated debt (and any conversion thereof to Capital
         Stock), plus 10% of positive Consolidated Adjusted Tangible Net Worth
         as of the date of measurement.

<TABLE>
         <S>                                                    <C>
         (a) Other Investments (not permitted by
             clauses (i) through (vii)                          $
                                                                 -----------

         (b) Sum of (a) and Paragraph 6(e)                      $
                                                                 -----------

         (c) Consolidated Adjusted Tangible
             Net Worth - Schedule 3                             $
                                                                 -----------

         (d) 10% of (c)                                         $
                                                                 -----------

         (e) sum of (d) and $15,000,000                         $
                                                                 -----------

                  Limitation--(b) may not exceed (e)

8.       Negative Pledge (Section 5.11)

         Amount of Debt secured by Liens not
         permitted by Sections 5.11(b)
         through 5.11(e), inclusive, and
         (i) Schedule - 4                                       $
                                                                 ------------

         Limitation                                             $1,000,000

         Amount of Debt secured by all Liens
         (Schedule 4 and Schedule 5.11 to
         Credit Agreement)                                      $
                                                                 -----------

         Limitation                                             $2,000,000
</TABLE>




                                       12
<PAGE>   13


                              COMPLIANCE CHECK LIST
                              Avondale Incorporated

                             ----------------, ----


9.       List of Consolidated Subsidiaries (Section 5.01(c)(iii)

         ------------

         ------------

         ------------



10.      List of Material Subsidiaries (other than the Borrower), if any, as to
         which there has been a change in excess of $100,000 in the assets,
         liabilities or shareholders' equity thereof since the immediately
         preceding Fiscal Quarter.

         ------------

         ------------

         ------------







                                       13
<PAGE>   14

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated

                             ----------------, ----


                                                                    Schedule - 1



Consolidated Net Income for:

<TABLE>
<S>                                                  <C>
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------

         Total                                       $
                                                      ============

Net Interest Expense for:

      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------

         Total                                       $
                                                      ============

Income Taxes for:

      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------

         Total                                       $
                                                      ============
Depreciation for:

      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------

         Total                                       $
                                                      ============
</TABLE>



                                       14

<PAGE>   15

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated


                             ----------------, ----




Amortization for:

<TABLE>
<S>                                                  <C>
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------

         Total                                       $
                                                      ============


LIFO adjustments for:

      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------

         Total                                       $
                                                      ============

Dividends for:

      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------

Non-cash writeoffs of obsolete or
surplus equipment, spare parts or real
property for:

      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------
      quarter 199                                    $
-----            --                                   ------------

Current Maturities of Long Term Debt for:

      quarter 199                                    $
-----            --                                   ------------

         Total                                       $
                                                      ============
</TABLE>



                                       15
<PAGE>   16

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated


                             ----------------, ----



                                                                    Schedule - 2

<TABLE>
<CAPTION>
Consolidated Senior Debt and Consolidated Total Debt

                                                INTEREST
                                                RATE        MATURITY     TOTAL
                                                ----        --------     -----
<S>                                             <C>         <C>          <C>
Secured
-------
                                                $
-------------------------------------------      -------
                                                $
-------------------------------------------      -------

                                                $
-------------------------------------------      -------
         Total Secured                                                    $
                                                                           -----
Unsecured (including Capitalized Leases)
---------
                                                $
-------------------------------------------      -------
                                                $
-------------------------------------------      -------
                                                $
-------------------------------------------      -------
                                                $
-------------------------------------------      -------
         Total Unsecured                                                  $
                                                                           -----


Redeemable Preferred Stock                      $
-------------------------------------------      -------
         Total                                                            $
                                                                           -----

Receivable Securitization Program                                         $
-------------------------------------------                                -----


Other Consolidated Senior Debt
------------------------------
                                                $
-------------------------------------------      -------
                                                $
-------------------------------------------      -------
                                                $
-------------------------------------------      -------

         Total Consolidated Senior Debt                                   $
                                                                           =====


Plus Subordinated Debt                                                    $
----------------------                                                     -----

         Total Consolidated Total Debt                                    $
                                                                           -----
</TABLE>




                                       16
<PAGE>   17

                              COMPLIANCE CHECK LIST
                              Avondale Incorporated


                             ----------------, ----

                                                                    Schedule - 3



                    Consolidated Adjusted Tangible Net Worth

<TABLE>
<S>      <C>                                                  <C>
(a)      Stockholders' Equity                                 $
                                                               ----------

(b)      surplus from write-up of assets
         subsequent to August 25, 1995(5)                     $
                                                               ----------

(c)      intangible assets(6)                                 $
                                                               ----------

(d)      Capital Stock shown as assets(7)                     $
                                                               ----------

Consolidated Adjusted Tangible Net Worth
(sum of (a) less (b) less (c) less (d))                       $
                                                               ==========
</TABLE>


-----------------

(5) Exclude any write-up in connection with the acquisition of the Graniteville
    Assets

(6) Include only to the extent created, incurred or arising on or after the
    Closing Date, and exclude capitalized transaction costs incurred in
    connection with the acquisition of the Graniteville Assets

(7) Include only to the extent created, incurred or arising on or after the
    Closing Date






                                       17
<PAGE>   18


                              COMPLIANCE CHECK LIST
                              Avondale Incorporated


                             ----------------, ----

                                                                    Schedule - 4



                      Liens Securing Debt In The Principal
                      Amount of $50,000 or More which are
                 Not shown on Schedule 5.11 to Credit Agreement


<TABLE>
<CAPTION>
                                                Relevant Provision
                                                   of Section 5.11
Description of Lien  Amount of Debt Secured      Permitting Same

<S>                  <C>                         <C>
1.                   $
   ----------------   ---------------------      ----------------
2.                   $
   ----------------   ---------------------      ----------------
3.                   $
   ----------------   ---------------------      ----------------
4.                   $
   ----------------   ---------------------      ----------------
5.                   $
   ----------------   ---------------------      ----------------
6.                   $
   ----------------   ---------------------      ----------------
7.                   $
   ----------------   ---------------------      ----------------
8.                   $
   ----------------   ---------------------      ----------------
9.                   $
   ----------------   ---------------------      ----------------
</TABLE>






                                       18
<PAGE>   19





                     CONSENT AND REAFFIRMATION OF GUARANTORS


     The undersigned (i) acknowledges receipt of the foregoing Third Amendment
to Credit Agreement (the "Third Amendment"), (ii) consents to the execution and
delivery of the Third Amendment by the parties thereto and (iii) reaffirms all
of its obligations and covenants under (as applicable) the Amended and Restated
Parent Guaranty dated as of April 29, 1996 executed by Avondale Incorporated,
and the Limited Guaranty Agreement dated as of August 29, 1997 executed by
Avondale Mills Graniteville Fabrics, Inc., and agrees that none of such
obligations and covenants shall be affected by the execution and delivery of the
Third Amendment.


AVONDALE INCORPORATED                       AVONDALE MILLS GRANITEVILLE
                                            FABRICS, INC.


By:  /s/Jack R. Altherr, Jr.                By:  /s/ Jack R. Altherr, Jr.
     -----------------------                     ---------------------------
      Title: Vice Chairman                        Title: Assistant Secretary


                                      19