Exhibit 4.3.1.10
GMAC COMMERCIAL FINANCE LLC
1290 Avenue of the Americas
New York, New York 10104
as of May 12, 2005
DELTA MILLS, INC.
100 Augusta Street
Greenville, South Carolina 29601
Re: Waiver
Gentlemen:
Reference is made to the Revolving Credit and Security Agreement
dated
as of March 31, 2000 (as the same now
exists or may hereafter be amended,
restated, renewed, replaced, substituted,
supplemented, extended, or otherwise
modified, the "Credit Agreement"), by and
between DELTA MILLS, INC. ("Borrower")
and GMAC CREDIT LLC, as a lender and as
agent for the lenders party to the
Credit Agreement from time to time (in such
capacity, "Agent").
Borrower hereby acknowledges, confirms and agrees that Borrower
has
failed to comply with certain terms and
provisions of the Credit Agreement and
the Other Documents, including, without
limitation, Borrower's failure to
company with Section 6.9 of the Credit
Agreement (Minimum EBITDA) for the four
quarter period ending April 2, 2005 and as
a result of such noncompliance, an
Event of Default had occurred and is
continuing under Section 10.5 of the Credit
Agreement (the "Existing Default").
Borrower has requested that Agent and Lenders agree to waive
the
Existing Default and Agent and Lenders have
agreed to accommodate Borrower's
request subject to the terms and condition
set forth herein, all as more
particularly set forth below.
In consideration of the foregoing, and for good and other
valuable
consideration, the receipt and sufficiency
of which is hereby acknowledged, the
parties hereto hereby agrees as
follows:
1. Definitions. Capitalized terms used in this Letter re: Waiver
(this
"Agreement") and not otherwise defined
shall have the meanings ascribed to such
terms in the Credit Agreement.
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2. Waiver.
a. Minimum EBITDA. Agent and Lenders hereby waive the Event of
Default occurring under Section 10.5 of the
Credit Agreement arising solely from
Borrower's failure to comply with the
provisions of Section 6.9 of the Credit
Agreement as of April 2, 2005, subject to
the terms and conditions set forth
herein.
b. Reservation of Rights. Agent and Lenders hereby reserve all
rights and remedies granted to Agent and
Lenders under t
