Exhibit 10.2

February 8, 2002

Consoltex Holdings, Inc. and its Subsidiaries
c/o Consoltex Inc.
8555 TransCanada Highway
Ville Saint-Laurent, Quebec
H4S 1Z6 CANADA
Attn:  Mr. Paul J. Bamatter

Re:      Amendment No. 1 to Third Amended & Restated Credit Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Third Amended & Restated Credit
Agreement dated as of January 24, 2002 by and among each of CONSOLTEX
HOLDINGS, INC., a Delaware corporation ("Consoltex Holdings"), CONSOLTEX
INC., a corporation incorporated under the laws of New Brunswick, Canada
("Consoltex"), CONSOLTEX (USA) INC., a New York corporation ("Consoltex
USA"), CONSOLTEX INTERNATIONAL INC., a Rhode Island corporation ("Consoltex
International"), LINQ INDUSTRIAL FABRICS II, INC., a Delaware corporation
("LINQ"), CONSOLTEX MEXICO, S.A. DE C.V., a Mexican corporation ("Consoltex
Mexico"), and RAFYTEK, S.A. DE C.V., a Mexican corporation ("Rafytek" and
together with Consoltex Holdings, Consoltex, Consoltex USA, Consoltex
International, LINQ and Consoltex Mexico, the "Borrowers", and each
individually a "Borrower"), as Borrowers, the other subsidiaries of
Consoltex Holdings referred to therein as Guarantors, NATIONAL BANK OF
CANADA, a bank governed by the Bank Act (Canada) (the "Bank Act"), in its
capacity as a Lender ("NBC"), BANK OF AMERICA, N.A., a national banking
association organized and existing under the laws of the United States, in
its capacity as a Lender ("Bank of America"), and EACH OTHER FINANCIAL
INSTITUTION PARTY THERETO AS A LENDER (hereinafter NBC, Bank of America and
each other such financial institution may be referred to individually as a
"Lender" or collectively as the "Lenders"), NATIONAL BANK OF CANADA, in its
capacity as administrative agent for the Canadian Facilities Lenders (as
defined in the Credit Agreement) (in such capacity, the "Canadian Agent"),
and BANK OF AMERICA, N.A., in its capacity as administrative agent for the
U.S. Facilities Lenders (as defined in the Credit Agreement) (in such
capacity, the "US Agent" and together with the Canadian Agent, the
"Agents") (as amended hereby and as from time to time further amended,
restated, modified, supplemented, or amended and restated, the "Credit
Agreement"). All capitalized terms not otherwise defined herein shall have
the meaning given thereto in the Credit Agreement.

Pursuant to the request of the Borrowers, the Agents and the Lenders, by
the execution of this amendment letter ("Amendment Letter") by each of
them, as acknowledged by each Borrower and each Guarantor, hereby consent
to the amendment to the Credit Agreement set forth below, and each
Borrower, each Guarantor, each Lender and each Agent hereby agrees that the
Credit Agreement be amended as follows:

                  (a) The definition of "Restricted Payment" in Section 1.2
         of the Credit Agreement is hereby deleted in its entirety and
         replaced with the following:

                           "Restricted Payment" means (a) any dividend or
                  other distribution, direct or indirect, on account of any
                  shares of any class of stock of any Borrower or any
                  Subsidiary Securities of any Subsidiary (other than those
                  payable or distributable solely to a Borrower or any
                  Guarantor) now or hereafter outstanding, except a
                  dividend payable solely in shares of a class of stock to
                  the holders of that class; (b) any redemption,
                  conversion, exchange, retirement or similar payment,
                  purchase or other acquisition for value, direct or
                  indirect, of the principal of (i) any Subordinated Debt
                  (including any Subordinated Replacement Note), (ii) any
                  PIK Note (other than the conversion of any PIK Note into
                  shares of capital stock of Consoltex Holdings and the
                  issuance of additional PIK Debentures in lieu of cash
                  interest, each in accordance with the terms of the Les
                  Gantiers Debenture), (iii) any AIP PIK Note (other than
                  the conversion of any AIP PIK Note into shares of capital
                  stock of Consoltex Holdings and the issuance of
                  additional AIP PIK Notes in lieu of cash interest, each
                  in accordance with the terms of the applicable debenture
                  or note), or (iv) any shares of any class of stock of any
                  Borrower or any Subsidiary Securities of any Subsidiary
                  (other than those payable or distributable solely to a
                  Borrower or any Guarantor) now or hereafter outstanding;
                  (c) any payment made to retire, or to obtain the
                  surrender of, any outstanding warrants, options or other
                  rights to acquire shares of any class of stock of any
                  Borrower or any Subsidiary Securities of any Subsidiary
                  now or hereafter outstanding; (d) any issuance and sale
                  of Subsidiary Securities of any Subsidiary of any
                  Borrower (or any option, warrant or right to acquire such
                  stock) other than to a Borrower or a Guarantor; and (e)
                  any payment to AIP of management or other fees other than
                  in accordance with the Fee Limitation Agreement; provided
                  that notwithstanding any of the foregoing to the
                  contrary, so long as it is consummated in accordance with
                  the terms and requirements of this Credit Agreement, this
                  definition of "Restricted Payments" shall not include the
                  Subordinated Note Exchange.

                  (b) The definition of "Subordinated Note Exchange" in
         Section 1.2 of the Credit Agreement is hereby deleted in its
         entirety and replaced with the following:

                           "Subordinated Note Exchange" means the execution
                  by Consoltex USA, Consoltex, Consoltex International,
                  LINQ and First Trust National Association of the
                  Subordinated Replacement Indenture, the issuance of the
                  Subordinated Replacement Notes pursuant to the terms
                  thereof, the return to or cancellation by the issuers of
                  the Subordinated Notes with respect to which Subordinated
                  Replacement Notes are issued, the making of up to
                  $500,000 in cash payments to exchanging holders of
                  Subordinated Notes so long as the cash used in any such
                  payment is contributed by AIP, one of its affiliated
                  investment funds or AIP/CGI, to Consoltex Holdings in
                  cash in the form of an Additional Equity Investment, and
                  all other transactions related thereto.

                  (c) Section 9.22 of the Credit Agreement is hereby
         amended by deleting clause (a) thereof and replacing it with the
         following:

                  (a) (i) acquiring and cancelling Subordinated Notes
                  representing not less than 95% of the aggregate principal
                  amount of the Subordinated Notes by exchanging such
                  Subordinated Notes for Subordinated Replacement Notes,
                  including making any cash payment permitted to be made
                  pursuant to Section 10.21 in connection with the
                  consummation of the Subordinated Note Exchange, or (ii)
                  cancelling Subordinated Notes as a contribution to the
                  equity capital of Consoltex Holdings,

                  (d) Section 10.9 of the Credit Agreement is hereby
         amended by deleting the proviso at the end of clause (c) thereof
         in its entirety and replacing it with the following:

                           (c) except with respect to any Subordinated Debt
                  subject to any Payment Deferral Arrangement, the issuers
                  of the Subordinated Debt may pay interest thereon in
                  accordance with the terms thereof as in effect on the
                  Closing Date in the Subordinated Indenture, the
                  Subordinated Notes, the Les Gantiers Debenture, the PIK
                  Notes and the AIP PIK Notes, and as in effect upon
                  consummation of the Subordinated Note Exchange in the
                  Subordinated Replacement Indenture and the Subordinated
                  Replacement Notes; provided that, except as set forth in
                  Section 10.22(a) with respect to the PIK Notes upon
                  satisfaction of the conditions set forth therein and
                  except with respect to the Subordinated Notes after
                  consummation of the Subordinated Note Exchange in
                  accordance with Section 9.22, in no event and
                  notwithstanding the foregoing shall any such payment be
                  made in cash; provided further that, other than the
                  consummation of the Subordinated Note Exchange in
                  accordance with the terms and conditions of this Credit
                  Agreement, no such issuer of Subordinated Debt may
                  redeem, retire, defease or otherwise acquire for value
                  any principal amount of any such Subordinated Debt for
                  any reason whether as an optional or mandatory
                  redemption; and

                  (e) Section 10.20 of the Credit Agreement is hereby
         amended by adding the following proviso to the end of clause (a)
         thereof:

                  , provided that the Subordinated Note Exchange may be
                  consummated in accordance with the terms and requirements
                  of this Credit Agreement;

                  (f) Section 10.21 of the Credit Agreement is hereby
         amended by deleting clause (c) thereof and replacing it with the
         following:

                           (c) Except as expressly permitted in Section
                  10.9(c) or (d), make any cash payment for any reason with
                  respect to the Subordinated Notes or the Subordinated
                  Replacement Notes earlier than the day that is
                  ninety-five (95) days after the Facility Termination
                  Date, provided that Consoltex and Consoltex USA may make
                  cash payments to exchanging holders of Subordinated Notes
                  in connection with the consummation of the Subordinated
                  Note Exchange so long as (i) the Subordinated Note
                  Exchange is consummated in accordance with the terms and
                  conditions of this Credit Agreement, (ii) the aggregate
                  amount of such cash payments to all exchanging holders of
                  the Subordinated Notes does not exceed $500,000, and
                  (iii) any cash paid to exchanging holders of the
                  Subordinated Notes is contributed by AIP, one of its
                  affiliated investment funds or AIP/CGI, to Consoltex
                  Holdings in cash in the form of an Additional Equity
                  Investment.

In addition to any other requirement set forth herein, the effectiveness of
this Amendment Letter and the amendments to the Credit Agreement, and the
other terms herein provided, are subject to the US Agent having received
eight (8) original counterparts of this Amendment Letter, duly executed by
each of the Borrowers and the Guarantors, as well as by the Required
Lenders.

None of the terms or conditions of this Amendment Letter may be changed,
modified, waived, or canceled, except in accordance with Section 13.6 of
the Credit Agreement. No provision hereof shall affect or impair any term
or condition of the Credit Agreement or any of the other Loan Documents as
currently in full force and effect.

This Amendment Letter may be executed in any number of counterparts, each
of which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one
instrument.

                         [Signature pages follow.]





Sincerely yours,

BANK OF AMERICA, N.A.


By:      /s/ PeterR. Brach
Name:    PeterR. Brach
Title:   Principal

NATIONAL BANK OF CANADA


By:      /s/ Dana Ades
Name:    Dana Ades
Title:   Vice President, Special Loans and Real Estate


By:      /s/ Benoit Blais
Name:    Benoit Blais
Title:   Senior Manager


ACCEPTED AND AGREED:

THE BANK OF NOVA SCOTIA

By:      /s/ David Smiles
Name:    David Smiles
Title:   Director


FLEET BUSINESS CREDIT, LLC

By:      /s/ Roland J. Robinson
Name:    Roland J. Robinson
Title:   Senior Vice President


GMAC BUSINESS CREDIT, LLC

By:      /s/ Joseph Skaferowsky
Name:    Joseph Skaferowsky
Title:   Director


CONSOLTEX HOLDINGS, INC.
CONSOLTEX (USA) INC.


By:      /s/ Paul J. Bamatter
Name:    Paul J. Bamatter
Title:   President, Chief Operating Officer and Chief Financial Officer


CONSOLTEX INC.
CONSOLTEX INTERNATIONAL INC.
LINQ INDUSTRIAL FABRICS II, INC.


By:      /s/ Paul J. Bamatter
Name:    Paul J. Bamatter
Title:   Vice President, Strategic Planning

CONSOLTEX MEXICO, S.A. de C.V.
RAFYTEK, S.A. de C.V.
ROYALTON MEXICANA, S.A. de C.V.
ROYALTON DE MEXICO, S.A. de C.V.
RAFYTICA, S.A.


By:      /s/ Paul J. Bamatter
Name:    Paul J. Bamatter
Title:   Director