Exhibit 4.3.1.11
GMAC COMMERCIAL FINANCE LLC
1290 Avenue of the Americas
New York, New York 10104
as of May 17, 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 COMMERCIAL FINANCE LLC, as
successor by merger with GMAC COMMERCIAL
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 expects that it will not be in compliance with Section 6.9
of
the Credit Agreement (Minimum EBITDA) for
the four quarter period ending as of
the last day of Borrower's Fourth Quarter
Fiscal Year 2005 and as a result of
such noncompliance, an Event of Default
will occur under Section 10.5 of the
Credit Agreement (the "Projected
Default")
Borrower has requested that Agent and Lenders agree to waive in
advance
the Projected Default, and Agent and
Lenders have agreed to accommodate
Borrower's request subject to the terms and
conditions 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 agree 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 Borrower's
compliance with Section 6.9 of the Credit
Agreement and any right to declare a
Default or an Event of Default 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 the last
day of Borrower's Fourth Quarter
Fiscal Year 2005, subject to the terms and
conditions set forth herein and
provided that, as of the last day of
Borrower's Fourth Quarter Fiscal Year 2005,
(i) EBITDA is not less than
<$700,000> for the four fiscal quarter period ending
on such date; (ii) Undrawn Availability for
the thirty (30) consecutive days
immediately prior to and immediately
subsequent to the date on which Borrower
delivers to Lender its draft financial
statements for inclusion in its Form 10-K
for fiscal year 2005 is not less than
$2,500,000 and (iii) no other Default or
Event of Default ex
