PILLOWTEX CORP
SECOND AMENDMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex10-1_58202.txt
<DESCRIPTION>SECOND AMENDMENT
<TEXT>

EX-10.1

                               SECOND AMENDMENT TO
                         POST-PETITION CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO POST-PETITION CREDIT AGREEMENT (this
"Amendment"), dated as of January 30, 2001, is entered into among PILLOWTEX
CORPORATION, PILLOWTEX, INC., PTEX HOLDING COMPANY, PILLOWTEX MANAGEMENT
SERVICES COMPANY, BEACON MANUFACTURING COMPANY, MANETTA HOME FASHIONS, INC.,
TENNESSEE WOOLEN MILLS, INC., FIELDCREST CANNON, INC., CRESTFIELD COTTON
COMPANY, ENCEE, INC., FCC CANADA, INC., FIELDCREST CANNON FINANCING, INC.,
FIELDCREST CANNON LICENSING, INC., FIELDCREST CANNON INTERNATIONAL, INC.,
FIELDCREST CANNON SF, INC. (formerly known as Fieldcrest Cannon Sure Fit, Inc.),
FIELDCREST CANNON TRANSPORTATION, INC., ST. MARYS, INC., AMOSKEAG MANAGEMENT
CORPORATION, DOWNEAST SECURITIES CORPORATION, BANGOR INVESTMENT COMPANY, MOORE'S
FALLS CORPORATION, THE LESHNER CORPORATION, LESHNER OF CALIFORNIA, INC., and
OPELIKA INDUSTRIES, INC. (collectively, the "Borrowers"), the institutions
listed on the signature pages hereof that are parties to the Credit Agreement
defined below (collectively, the "Lenders"), and BANK OF AMERICA, N.A., as
Administrative Agent for itself and the Lenders (in said capacity, the
"Administrative Agent").

                                   BACKGROUND

         A. The Borrowers, the Lenders and the Administrative Agent are parties
to that certain Post-Petition Credit Agreement, dated as of November 14, 2000
(as amended through the date hereof, the "Credit Agreement"). Terms defined in
the Credit Agreement and not otherwise defined herein shall be used herein as
defined in the Credit Agreement.

         B. The Borrowers, the Lenders and the Administrative Agent desire to
make certain amendments to the Credit Agreement.

         NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrowers,
the Lenders and the Administrative Agent covenant and agree as follows:

         1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:

                  (a) Section 7.1(c) is entirely amended, as follows:

<PAGE>

                           (c) as soon as practical, but in any event within 20
                  Business Days after the end of each fiscal month of each
                  fiscal year other than the last fiscal month of each fiscal
                  year, and within 45 Business Days after the end of the last
                  fiscal month of each fiscal year, commencing as of the fiscal
                  month ending on December 2, 2000, the unaudited Consolidated
                  balance sheet of the Parent Corporation and its Subsidiaries
                  as at the end of such month and the related unaudited
                  Consolidated statement of income and statement of cash flows
                  of the Parent Corporation and its Subsidiaries for such month
                  and for the portion of the fiscal year of the Parent
                  Corporation and its Subsidiaries through such date in the form
                  and detail similar to those customarily prepared by management
                  of the Parent Corporation for internal use, setting forth in
                  each case (a) detailed results of operations and cash flow,
                  and (b) in comparative form the Consolidated figures for the
                  corresponding month of, and year to date portion of, the
                  previous year and the figures for such periods in the Budget,
                  certified by the chief financial officer, controller or
                  treasurer of the Parent Corporation as being fairly stated in
                  all material respects, subject to year-end audit adjustments;
                  provided that such financial information for the fiscal months
                  ending December 30, 2000 and February 2, 2001 will not be
                  required to be delivered until the earlier of (i) five (5)
                  days after the completion of the financial statement audit of
                  the Parent Corporation for the fiscal year 2000 by the Parent
                  Corporation's outside auditor, KPMG, and (ii) March 23, 2001.

                  (b)      Section 7.1(e) is entirely amended, as follows:

                           (e) as soon as practical, but in any event no later
                  than 20 Business Days after the end of each fiscal month, a
                  preliminary report detailing Capital Expenditures made by the
                  Borrowers and their Subsidiaries during such month, in form
                  and detail satisfactory to the Administrative Agent; provided
                  that, solely with respect to the first and last fiscal month
                  of each fiscal year (i) such report may be based on
                  preliminary estimates, may not reflect all accounting
                  adjustments being considered by the Parent Corporation and its
                  outside auditors, and may be subject to adjustment based on
                  completion of the Parent Corporation's annual audit, and (ii)
                  an unqualified report shall be delivered to the Administrative
                  Agent as soon as practical, but in any event no later than 45
                  Business Days after the end of such fiscal month; provided
                  further, that, solely with respect to the fiscal months ending
                  December 30, 2000 and February 2, 2001, the unqualified report
                  will not be required to be delivered until the earlier of (x)
                  five (5) days after the completion of the financial statement
                  audit of the Parent Corporation for the fiscal year 2000 by
                  the parent Corporation's outside auditors, and (y) March 23,
                  2001;

                  (c)      Section 7.1(k) is entirely amended, as follows:

                           (k) as soon as practical, but in any event no later
                  than 20 Business Days after the end of each fiscal month of
                  the Parent Corporation, beginning with the fiscal


                                      -2-
<PAGE>

                  month ending December 2, 2000, a certificate of an Authorized
                  Representative of the Parent Corporation, in form and detail
                  satisfactory to the Administrative Agent, demonstrating
                  compliance with Section 8.16 and Section 8.17 as of the end of
                  such fiscal month; provided that, solely with respect to the
                  first and last fiscal month of each fiscal year, (i) such
                  certificate may be qualified to the effect that the financial
                  information demonstrating compliance is based on preliminary
                  estimates, may not reflect all accounting adjustments being
                  considered by the Parent Corporation and its outside auditors,
                  and may be subject to adjustment based on completion of the
                  Parent Corporation's annual audit, and (ii) an unqualified
                  certificate shall be delivered to the Administrative Agent as
                  soon as practical, but in any event no later than 45 Business
                  Days after the end of such fiscal month; provided further,
                  that solely with respect to the fiscal months ending December
                  30, 2000 and February 2, 2001, the unqualified certificate
                  will not be required to be delivered until the earlier of (x)
                  five (5) days after completion of the financial statement
                  audit of the Parent Corporation for the fiscal year 2000 by
                  the Parent Corporation's outside auditors, and (y) March 23,
                  2001;

                  (d)      Section 7.1(l) is entirely amended, as follows:

                           (l) as soon as practical, but in any event no later
                  than the last day of each fiscal month of the Parent
                  Corporation, beginning with the fiscal month ending December
                  2, 2000, a certificate of an Authorized Representative of the
                  Parent Corporation, in form and detail satisfactory to the
                  Administrative Agent, demonstrating compliance with Section
                  8.16 as of the end of the second week of such fiscal month;
                  provided that with respect to such certificate for the end of
                  the second week of the first two fiscal months of each fiscal
                  year may be qualified to the effect that the financial
                  information demonstrating compliance is based on preliminary
                  estimates, may not reflect all accounting adjustments being
                  considered by the Parent Corporation and its outside auditors,
                  and may be subject to adjustment based on completion of the
                  Parent Corporation's annual audit, and an unqualified
                  certificate shall be delivered to the Administrative Agent as
                  soon as practical, but in any event no later than 45 Business
                  Days after the end of such fiscal month.

         2. REPRESENTATIONS AND WARRANTIES. By its execution and delivery
hereof, the Borrowers represent and warrant to the Lenders that, as of the date
hereof:

                  (a) after giving effect hereto, the representations and
         warranties contained in the Credit Agreement and the other DIP
         Financing Documents are true and correct on and as of the date hereof
         as if made on and as of such date;

                  (b) after giving effect hereto, no event has occurred and is
         continuing which constitutes an Event of Default;


                                      -3-
<PAGE>

                  (c) the Borrowers have legal power and authority to execute
         and deliver this Amendment, and this Amendment constitutes the legal,
         valid and binding obligation of the Borrowers, enforceable in
         accordance with its terms, except as enforceability may be limited by
         applicable bankruptcy or other debtor relief laws and by general
         principles of equity (regardless of whether enforcement is sought in a
         proceeding in equity or at law) and except as rights to indemnity may
         be limited by federal or state securities laws;

                  (d) neither the execution, delivery and performance of this
         Amendment nor the consummation of any transactions contemplated herein
         will conflict with any Requirement of Law or Contractual Obligation;
         and

                  (e) no authorization, approval, consent, or other action by,
         notice to, or filing with, any Governmental Authority or other Person
         (including the Board of Directors of any Borrower), is required for the
         execution, delivery or performance by the Borrowers of this Amendment.

         3. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective as of
January 30, 2001, so long as each of the following conditions precedent shall
have been satisfied:

         (a) the Administrative Agent shall receive counterparts of this
Amendment executed by the Required Lenders and the Borrowers;

         (b) the representations and warranties set forth in Section 2 of this
Amendment shall be true and correct; and

         (c) the Administrative Agent shall receive, in form and substance
satisfactory to the Administrative Agent and its counsel, such other documents,
certificates and instruments as the Administrative Agent shall reasonably
require.

         4. REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment.

         5. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Amendment may be validly executed and delivered by facsimile or other electronic
transmission.

         6. GOVERNING LAW: BINDING EFFECT. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrowers, the Administrative Agent, each Lender and their
respective successors and assigns.


                                      -4-
<PAGE>

         7. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

         8. DIP FINANCING DOCUMENT. This Amendment is a DIP Financing Document
and is subject to all provisions of the Credit Agreement applicable to DIP
Financing Documents, all of which are incorporated in this Amendment by
reference the same as if set forth in this Amendment verbatim.

         9. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER DIP
FINANCING DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.


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                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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<PAGE>


               Second Amendment to Post-Petition Credit Agreement
                                 Signature Page
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

BORROWERS:

PILLOWTEX CORPORATION
PILLOWTEX, INC.
PTEX HOLDING COMPANY
PILLOWTEX MANAGEMENT SERVICES COMPANY
BEACON MANUFACTURING COMPANY
MANETTA HOME FASHIONS, INC.
TENNESSEE WOOLEN MILLS, INC.
FIELDCREST CANNON, INC.
CRESTFIELD COTTON COMPANY
ENCEE, INC.
FCC CANADA, INC.
FIELDCREST CANNON FINANCING, INC.
FIELDCREST CANNON LICENSING, INC.
FIELDCREST CANNON INTERNATIONAL, INC.
FIELDCREST CANNON SF, INC. (formerly known as Fieldcrest Cannon Sure Fit, Inc.)
FIELDCREST CANNON TRANSPORTATION, INC.
ST. MARYS, INC.
AMOSKEAG MANAGEMENT CORPORATION
DOWNEAST SECURITIES CORPORATION
BANGOR INVESTMENT COMPANY
MOORE'S FALLS CORPORATION
THE LESHNER CORPORATION
LESHNER OF CALIFORNIA, INC.
OPELIKA INDUSTRIES, INC.



By:
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         Name:
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         Title:
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ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and a Lender


By:
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         William E. Livingstone, IV
         Managing Director


<PAGE>


LENDERS:


THE BANK OF NOVA SCOTIA



By:
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Name:
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Title:
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CREDIT LYONNAIS - NEW YORK BRANCH


By:
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Name:
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Title:
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BANK ONE, TEXAS, N.A.


By:
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Name:
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Title:
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FLEET NATIONAL BANK, (formerly known as Fleet Bank, N.A.)


By:
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Name:
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Title:
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FRANKLIN FLOATING RATE TRUST


By:
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Name:
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Title:
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GOLDMAN SACHS CREDIT PARTNERS L.P.


By:
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Name:
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Title:
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ING BARING (U.S.) CAPITAL, LLC


By:
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Name:
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Title:
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MARINER LDC


By:
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Name:
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Title:
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BHF (USA) CAPITAL CORPORATION


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



GENERAL ELECTRIC CAPITAL CORPORATION


By:
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Name:
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Title:
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GUARANTY BUSINESS CREDIT CORPORATION


By:
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Name:
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Title:
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WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, successor by consolidation to
Wells Fargo Bank (Texas), National Association


By:
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Name:
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Title:
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BANK OF AMERICA, N.A. (Trading)


By:
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Name:
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Title:
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FOOTHILL INCOME TRUST II, L.P.


By:
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Name:
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Title:
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</DOCUMENT>
