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                       AMENDMENT NO. 7 TO CREDIT AGREEMENT


         THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT (this "Agreement") is made and
entered into as of this 25th day of October, 2001, by and among CONE MILLS
CORPORATION, a North Carolina corporation (the "Borrower"), BANK OF AMERICA,
N.A., a national banking association, each of the Lenders signatory hereto and
BANK OF AMERICA, N.A., a national banking association, as Agent (the "Agent")
for the Lenders.

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Agent and the Lenders from time to time
party thereto (the "Lenders") have entered into that certain Credit Agreement
dated as of January 28, 2000, as amended by Amendment No. 1 to Credit Agreement
dated as of July 14, 2000, Amendment No. 2 to Credit Agreement dated as of
December 12, 2000, Waiver and Amendment No. 3 to Credit Agreement dated as of
April 23, 2001, Amendment No. 4 to Credit Agreement dated as of June 28, 2001,
Amendment No. 5 to Credit Agreement dated as of August 10, 2001 and Amendment
No. 6 to Credit Agreement dated as of September 25, 2001 (as heretofore and
hereby amended, and as from time to time further amended, supplemented or
replaced, the "Credit Agreement");

         WHEREAS, the Borrower has requested the Agent and the Lenders to amend
the Credit Agreement to extend the Stated Termination Date to December 22, 2001,
and the Agent and the Lenders are agreeable to such amendment;

         NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions herein set forth, it is hereby agreed as follows:

        1. Definitions. The term "Credit Agreement" as used herein and in the
other Loan Documents shall mean the Credit Agreement as previously and as hereby
amended and as from time to time further amended or modified. Unless the context
otherwise requires, all capitalized terms used herein without definition shall
have the respective meanings provided therefor in the Credit Agreement.

        2. Amendment to Credit Agreement. The definition of "Stated Termination
Date" in Section 1.1 of the Credit Agreement is amended in its entirety so that
as amended it shall read as follows:

                  " `Stated Termination Date' means December 22, 2001."

        3. Guarantors. Each of the Guarantors has joined into the execution of
this Agreement for the purpose of consenting to the amendment contained herein
and reaffirming its guaranty of the Obligations as amended by the terms of this
Agreement.




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        4. Borrower's Representations and Warranties.  The Borrower hereby
represents, warrants and certifies that:

           (a) The representations and warranties made by it in Article
        VIII of the Credit Agreement are true on and as of the date hereof
        before and after giving effect to this Agreement except that the
        financial statements referred to in Section 8.6(a) shall be those most
        recently furnished to each Lender pursuant to Section 9.1(a) and (b) of
        the Credit Agreement;

           (b) The Borrower has the power and authority to execute and perform
        this Agreement and has taken all action required for the lawful
        execution, delivery and performance thereof;

           (c) Except as has been disclosed to the Agent and the Lenders
        in writing, there has been no material adverse change in the condition,
        financial or otherwise, of the Borrower and its Subsidiaries, taken as
        a whole, since the date of the most recent financial reports of the
        Borrower received by each Lender under Section 9.1(a) of the Credit
        Agreement after giving effect to the transaction contemplated by this
        Agreement;

           (d) The business and properties of the Borrower and its
        Subsidiaries are not, and since the date of the most recent financial
        report of the Borrower and its Subsidiaries received by the Agent under
        Section 9.1(a) of the Credit Agreement have not been, adversely
        affected in any substantial way as the result of any fire, explosion,
        earthquake, accident, strike, lockout, combination of workmen, flood,
        embargo, riot, activities of armed forces, war or acts of God or the
        public enemy, or cancellation or loss of any major contracts; and

           (e) No Default or Event of Default has occurred and is continuing.

        5. Entire Agreement. This Agreement sets forth the entire understanding
and agreement of the parties hereto in relation to the subject matter hereof and
supersedes any prior negotiations and agreements among the parties relative to
such subject matter. None of the terms or conditions of this Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.

        6. Full Force and Effect of Amendment. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.




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        7. Counterparts. This Agreement may be executed in any number of
counterparts and all the counterparts taken together shall be deemed to
constitute one and the same instrument.

        8. Enforceability. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.

        9. Credit Agreement and Other Loan Documents. All references in any of
the Loan Documents to the "Credit Agreement" shall mean the Credit Agreement as
amended hereby.

        10. Conditions to Effectiveness. This Agreement shall become effective
as of the date hereof provided the Agent shall have received at least one
executed copy, certified by the Borrower, of each of (a) the approval letter
required under the Securitization Intercreditor Agreement, and (b) an amendment
to the Senior Note Agreement, in form and substance satisfactory to the Agent
and in full force and effect, extending to December 22, 2001 the prepayment of
Senior Note Obligations that had previously been scheduled for December 7, 2001
pursuant to Section 4A of the Senior Note Agreement.


                            [Signature pages follow.]




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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the day and year
first above written.


BORROWER:

CONE MILLS CORPORATION


By: /s/ W. Scott Wenhold
Name: W. Scott Wenhold
Title: Treasurer



GUARANTORS:

CIPCO S.C., INC.


By: /s/ Cheryl G. Hollis
Name: Cheryl G. Hollis
Title: Assistant Secretary



CONE FOREIGN TRADING LLC


By: /s/ Neil W. Koonce
Name: Neil W. Koonce
Title: Vice President



AGENT:

BANK OF AMERICA, N.A. as Agent for the Lenders


By: /s/ John F. Register
Name: John F. Register
Title: Principal





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LENDERS:

BANK OF AMERICA, N.A.


By: /s/ John F. Register
Name: John F. Register
Title: Principal


FIRST UNION NATIONAL BANK


By: /s/ Tom Bohrer
Name: Tom Bohrer
Title: Vice President


WACHOVIA BANK, N.A.


By: /s/ Charlene A. Johnson
Name: Charlene A. Johnson
Title: Senior Vice President


SUNTRUST BANK


By: /s/ Samuel M. Ballesteros
Name: Samuel M. Ballesteros
Title: Director


MORGAN GUARANTY TRUST COMPANY OF NEW YORK


By: /s/ Roger A. Odell
Name: Roger A. Odell
Title: Managing Director