DELTA MILLS, INC.
                                    As Issuer

                           DELTA MILLS MARKETING, INC.
                                  As Guarantor

                              THE BANK OF NEW YORK
                                   As Trustee




                                  $150,000,000

                              SERIES A AND SERIES B

                            9% SENIOR NOTES DUE 2007





                                 AMENDMENT NO. 1
                          Dated as of December 30, 1997

                                       to

                                    INDENTURE
                           Dated as of August 25, 1997
                                (The "Indenture")





<PAGE>



                                   [PG NUMBER]

         This  AMENDMENT  NO. 1 to the INDENTURE is entered into as of this 30th
day of December,  1997,  among Delta Mills,  Inc., a Delaware  corporation  (the
"Company"),  Delta Mills Marketing,  Inc., a Delaware corporation (together with
all other  persons who execute a Subsidiary  Guarantee  pursuant to the terms of
the  Indenture,  the  "Guarantor(s)")  and the Bank of New York, as trustee (the
"Trustee").

         All capitalized terms contained herein and not otherwise defined herein
have the same  meaning as such  capitalized  terms as  defined in the  Indenture
unless the context herein requires otherwise.

         The Company,  the  Guarantors  and the Trustee agree as follows for the
benefit of each other and for the equal and  ratable  benefit of the  Holders of
the 9% Series A Senior Notes due 2007 (the "Series A Notes") and the 9% Series B
Senior  Notes due 2007 (the  "Series B Notes"  and,  together  with the Series A
Notes, the "Notes"):

         WHEREAS  a  second  right  parenthesis  was   inadvertently   added  by
scrivener's error immediately after the phrase "excluding business  interruption
insurance" in the  definition of the term "Asset Sale" under Section 1.01 of the
Indenture;

         WHEREAS a right  parenthesis was  inadvertently  omitted by scrivener's
error from between the words "... the granting of any Lien" and ", in each case,
in one or a series ..." in the definition of the term "Asset Sale" under Section
1.01 of the Indenture;

         WHEREAS  Section  9.01(a) of the  Indenture  permits the  Company,  the
Guarantors  and the Trustee to amend the Indenture by the process stated therein
without  the  consent of any Holder of a Note to cure any  ambiguity,  defect or
inconsistency in the Indenture;

         WHEREAS the Company,  the Guarantors  and the Trustee  believe it is in
the interest of all Holders of Notes and the  Company,  the  Guarantors  and the
Trustee to correct the error in the  definition  of the term "Asset  Sale" under
Section 1.01 of the Indenture as described above;

         NOW THEREFORE, the definition of "Asset Sale" contained in Section 1.01
of the Indenture is amended to exclude the second right parenthesis  immediately
following the phrase "excluding business interruption  insurance" and to include
a right  parenthesis  between the words "... the granting of any Lien" and ", in
each case, in one or a series ..." so that the definition of "Asset Sale" in its
entirety reads as follows:

                           "Asset  Sale" means the sale,  lease,  conveyance  or
         other disposition of any assets (including,  without limitation, by way
         of a sale and  leaseback  and the  receipt  of  proceeds  of  insurance
         (excluding business interruption insurance) paid on account of the loss
         of or  damage to any asset  and  awards of  compensation  for any asset
         taken by  condemnation,  eminent  domain  or  similar  proceeding,  but
         excluding  the granting of any Lien),  in each case, in one or a series
         of related  transactions (a) that have a fair market value in excess of
         $1,000,000  or  (b)  yield  Net  Proceeds  in  excess  of   $1,000,000.
         Notwithstanding the foregoing,  the term "Asset Sale" shall not include
         (i) any sale, lease, conveyance or other disposition that constitutes a
         Restricted  Payment  or an  Investment  permitted  to be made under the
         Indenture,  (ii) any  transaction  governed by Section 5.01,  (iii) the
         sale or lease of  equipment,  inventory,  accounts  receivable or other
         assets in the ordinary course of business,  (iv) the transfer of assets
         by the Company to a Wholly-Owned  Subsidiary of the Company (other than
         a  Receivables  Subsidiary)  or by a  Wholly-Owned  Subsidiary  of  the
         Company (other than a Receivables Subsidiary) to the Company or another
         Wholly-Owned  Subsidiary  of the  Company  (other  than  a  Receivables
         Subsidiary),  (v)  the  sale  or  other  disposition  of  cash  or Cash
         Equivalents,  or (vi)  the sale of  accounts  receivables  and  related
         assets customarily  transferred in an asset securitization  transaction
         involving  accounts  receivable  to a  Receivables  Subsidiary  or by a
         Receivables  Subsidiary,  in each case, in connection  with a Qualified
         Receivables Transaction.


<PAGE>


         IN WITNESS  WHEREOF,  the parties have executed this Amendment No. 1 as
of the date first written above.


DELTA MILLS, INC.


By:      /s/ Bettis C. Rainsford
    ------------------------------------------------------------------------
         Bettis C. Rainsford
         Executive Vice President, Chief Financial
              Officer and Treasurer



DELTA MILLS MARKETING, INC.


By:      /s/ Bettis C. Rainsford
    ------------------------------------------------------------------------
         Bettis C. Rainsford
         Executive Vice President, Chief Financial
              Officer and Treasurer



THE BANK OF NEW YORK,
as Trustee


By:      /s/
    -----------------------------------------------------------------------
         Name:
         Title:


<PAGE>


                                DELTA MILLS, INC.
                RESOLUTIONS OF THE BOARD OF DIRECTORS AUTHORIZING
                           ENTRY OF DELTA MILLS, INC.
                              INTO AMENDMENT NO. 1
                          TO THE INDENTURE BY AND AMONG
                                DELTA MILLS, INC,
                         DELTA MILLS MARKETING, INC. AND
                              THE BANK OF NEW YORK
                           DATED AS OF AUGUST 25, 1997


         The members of the Board of  Directors  (the  "Board") of Delta  Mills,
Inc., a Delaware  corporation  (the  "Company"),  do hereby adopt the  following
resolutions  of the Board by  unanimous  written  consent,  waiving  any and all
requirements of meeting or notice with respect  thereto.  All capitalized  terms
contained herein and not otherwise defined herein shall have the same meaning as
such capitalized terms as defined in the Indenture (as defined below) unless the
context herein requires otherwise.

         WHEREAS  a  second  right  parenthesis  was   inadvertently   added  by
scrivener's error immediately after the phrase "excluding business  interruption
insurance" in the  definition of the term "Asset Sale" under Section 1.01 of the
Indenture by and among the Company,  Delta Mills Marketing,  Inc. (together with
all other  persons who execute a Subsidiary  Guarantee  pursuant to the terms of
the Indenture (as defined below), the "Guarantor(s)"),  and the Bank of New York
as trustee (the "Trustee"), dated August 25, 1997 (the "Indenture");

         WHEREAS a right  parenthesis was  inadvertently  omitted by scrivener's
error from between the words "... the granting of any Lien" and ", in each case,
in one or a series ..." in the definition of the term "Asset Sale" under Section
1.01 of the Indenture;

         WHEREAS  Section  9.01(a) of the  Indenture  permits the  Company,  the
Guarantors  and the Trustee to amend the Indenture by the process stated therein
without  the  consent of any Holder of a Note to cure any  ambiguity,  defect or
inconsistency in the Indenture;

         WHEREAS  the Company  believes it is in the  interest of all Holders of
Notes and the Company,  the  Guarantors  and the Trustee to correct the error in
the  definition  of the term "Asset Sale" under Section 1.01 of the Indenture as
described above;

         NOW THEREFORE BE IT RESOLVED as follows:

         RESOLVED to approve of the entry of the Company into Amendment No. 1 to
the Indenture  (the  "Amendment  No. 1"), a copy of which is attached  hereto as
Exhibit A.

         RESOLVED,  that the officers of the Company,  and any of them,  be, and
they hereby are,  authorized  in the name and on behalf of the Company,  to take
any and all  action,  in  conjunction  with the  same  officers  of Delta  Mills
Marketing,  Inc., which they, he or she may deem necessary or advisable in order
to effect the entry of the Company into the Amendment No. 1.

         ADOPTED as of ____________, 1997.


DELTA MILLS, INC.
BOARD OF DIRECTORS



/s/ C. C. Guy                                    /s/ E. Erwin Maddrey, II
-----------------------                          ----------------------------
C. C. Guy                                        E. Erwin Maddrey, II


/s/ Buck A. Mickel                               /s/ Bettis C. Rainsford
-----------------------                          -----------------------------
Buck A. Mickel                                   Bettis C. Rainsford