EXHIBIT 4.3.1.5
GMAC COMMERCIAL FINANCE LLC
1299 Avenue of the Americas
New York, New York 10104
As of February 4, 2004
DELTA MILLS, INC.
100 Augusta Street
Greenville, South Carolina 29601
Re: Consent Under Credit Agreement and Other Documents
Gentlemen:
Reference is made to the Revolving Credit and Security Agreement dated
as of March 31, 2003 (as amended, restated, renewed, extended, supplemented,
substituted, or otherwise modified, the "Credit Agreement"), by and between
DELTA MILLS, INC. ("Borrower") and GMAC COMMERCIAL FINANCE LLC, as successor by
merger to 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"). All
capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Credit Agreement.
Borrower has requested that Agent consent to the Borrower making
certain prepayments under the Borrower's Deferred Compensation Plan for Key
Managers and Agent has agreed to do so, subject to the terms and conditions
contained herein.
A. Consent to Prepayment. Borrower has requested that Agent consent to
the Borrower making certain prepayments in respect of its Deferred Compensation
Plan For Key Managers, as provided in that certain Second Amendment to Delta
Woodside Group Deferred Compensation Plan For Key Managers dated as of January
16, 2004 (the "Second Plan Amendment"), which prepayment would otherwise be
prohibited under Section 7.17 of the Credit Agreement. Agent hereby consents to
such prepayment as provided in the Second Plan Amendment; provided that
immediately prior to and after giving effecting to any such prepayment, no Event
of Default then exists or would exist and Borrower shall have an Undrawn
Availability of not less than $1.00.
B. General Provisions.
1. Except as specifically set forth herein, no other changes
or modifications to the Credit Agreement or the Factoring Agreement or the Other
Documents are intended or implied, and, in all other respects, the Credit
Agreement, Factoring Agreement, and the Other Documents shall continue to remain
in full force and effect in accordance with their terms as of the date hereof.
Except as specifically set forth herein, nothing contained herein shall evidence
a waiver or amendment by Agent of any other provision of the Credit Agreement,
the Factoring Agreement or any of the Other Documents nor shall anything
contained herein be construed as a consent by Agent to any transaction other
than those specifically consented to herein.
2. The terms and provisions of this agreement shall be for the
benefit of the parties hereto and their respective successors and assigns; no
other person, firm, entity or corporation shall have any right, benefit or
interest under this agreement.
3. This agreement may be signed in counterparts, each of which
shall be an original and all of which taken together constitute one amendment.
In making proof of this agreement, it shall not be necessary to produce or
account for more than one counterpart signed by the party to be charged.
4. This agreement sets forth the entire agreement and
understanding of the parties with respect to the matters set forth herein. This
agreement cannot be changed, modified, amended or terminated except in a writing
executed by the party to be charged.
Very truly yours,
GMAC COMMERCIAL FINANCE LLC,
as Agent and Lender
By: /s/ John Hendrickson 2/04/04
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Title: Senior Vice President
ACKNOWLEDGED AND AGREED:
DELTA MILLS, INC.
By: /s/ William H. Hardman, Jr. 2/04/04
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Title: CFO