Exhibit 10.2.3**SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT**     THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this“Amendment”) is made and entered into this 26th day of February, 2007, by and among**DELTA APPAREL, INC.**, a Georgia corporation (“Delta”), **M.J. SOFFE CO.**, a North Carolina corporation(“Soffe”), **JUNKFOOD CLOTHING COMPANY**, a Georgia corporation (“JCC”; Delta, Soffe and JCC beinghereinafter collectively referred to as “Borrowers” and each individually as a “Borrower”),**WACHOVIA BANK, NATIONAL ASSOCIATION**, a national banking association, in its capacity as agent(together with its successors in such capacity, “Agent”) for the financial institutions party fromtime to time to the Loan Agreement (as defined below) as lenders (“Lenders”), and such Lenders.**Recitals****:**     Borrowers are parties to a certain Second Amended and Restated Loan and Security Agreementdated August 22, 2005, among Borrowers, Agent and Lenders, as amended by that certain FirstAmendment to Second Amended and Restated Loan and Security Agreement and Consent dated October 2,2006 (as so amended, and as at any other time amended, restated, modified or supplemented, the“Loan Agreement”), pursuant to which Agent and Lenders have made certain loans and other financialaccommodations available to Borrowers.     The parties hereto desire to further amend the Loan Agreement as hereinafter set forth.     NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuableconsideration, the receipt and sufficiency of which are hereby severally acknowledged, the partieshereto, intending to be legally bound hereby, agree as follows:     **1. ****Definitions****.**All capitalized terms used in this Amendment, unless otherwisedefined herein, shall have the meaning ascribed to such terms in the Loan Agreement.     **2. ****Amendments to Loan Agreement****.**The Loan Agreement is hereby amended as follows:          (a) By deleting the definitions of “Fixed Charge Coverage Ratio,” “Fixed Charges” and “MaximumCredit” contained in Section 1 of the Loan Agreement and by substituting the following newdefinitions in lieu thereof:     “Fixed Charge Coverage Ratio” shall mean, with respect to Borrowers and theirSubsidiaries, on a consolidated basis, for any period of determination, the ratio of(a) EBITDA of Borrowers during such period minus the amount of any taxespaid in cash, cash dividends to the equity holders of such Person, otherdistributions to equity holders of such Person, and redemptions with respect to theCapital Stock of such Person (including, but not limited to stock repurchases)during the period in question minus all Unfinanced Capital Expenditures madeduring such period to (b) Fixed Charges of Borrowers and their Subsidiaries for thesame period.     “Fixed Charges” for any Person during any period shall mean the sum of, withoutduplication, (a) cash interest paid during such period, (b) all regularly scheduled(as determined at the beginning of the respective period) principal payments ofIndebtedness
 

 
for borrowed money and Indebtedness with respect to the Capital Leases (and, withoutduplicating any item included in clause (a) of this definition, the interestcomponent with respect to Indebtedness under Capital Leases), (c) an amount equal tothe product of: (i) $265,278 (which represents the aggregate monthly reduction ofthe Fixed Asset Loan Limit and the Tennessee Asset Loan Limit in effect under thisAgreement prior to the First Amendment Date) multiplied by the (ii) the cumulativenumber of months that elapsed during such period of determination prior to the FirstAmendment Date, and (d) an amount equal to the product of: (i) $177,778 (whichrepresents the aggregate monthly reduction of the Fixed Asset Loan Limit and theTennessee Asset Loan Limit currently in effect under this Agreement) multiplied bythe (ii) the cumulative number of months that elapsed during such period ofdetermination following the First Amendment Date.          “Maximum Credit” shall mean the amount of $90,000,000.          (b) By deleting clause (b) of Section 3.2 of the the Loan Agreement in its entirety and bysubstituting the following new clause (b) in lieu thereof:          (b) on the first day of each month in arrears for the benefit of Lenders, anunused line fee at a rate equal to one quarter of one percent (0.250%) per annumcalculated upon the amount by which the Maximum Credit exceeds the average dailyprincipal balance of the outstanding Loans and Letter of Credit Obligations duringthe immediately preceding month (or part thereof) (the “Average Daily Balance”)while this Agreement is in effect and for so long thereafter as any of theObligations are outstanding, which fee shall be payable on the first day of eachmonth in arrears and shall be fully earned when due; and          (c) By deleting the reference to “$85,000,000” contained in the recitals to Exhibit Ato the Loan Agreement and by substituting in lieu thereof a reference to “$90,000,000”.          (d) By attaching Schedule 1.21 to this Amendment to the Loan Agreement in propernumerical sequence as Schedule 1.21 thereto.     **3. ****Additional Covenants and Agreements**. To induce Agents and Lenders to enter intothis Amendment, each Borrower covenants and agrees that no later than forty-five (45) days from thedate of this Amendment, Borrower shall have delivered to Agent, in form and substance satisfactoryto Agent, the following documents related to the Mortgage covering Real Property located in FayetteCounty, Alabama (as at any time amended, the “Alabama Mortgage”):     (a) a duly executed amendment which gives effect to the transactions contemplated bythis Amendment;     (b) if deemed necessary by Agent, a mortgage tax order from the Alabama Department ofRevenue with respect to recording taxes payable in connection with the recordation of theMortgage amendment described in clause (a) above; and     (c) a valid, effective and fully paid endorsement to Agent’s mortgage title insurancepolicy with respect to the Alabama Mortgage.
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     **4. ****Ratification and Reaffirmation****.**Each Borrower hereby ratifies and reaffirms theObligations, each of the Financing Agreements and all of such Borrower’s covenants, duties,indebtedness and liabilities under the Financing Agreements.     **5. ****Acknowledgments and Stipulations****.**Each Borrower acknowledges and stipulates thatthe Loan Agreement and the other Financing Agreements executed by such Borrower are legal, validand binding obligations of such Borrower that are enforceable against such Borrower in accordancewith the terms thereof; all of the Obligations are owing and payable without defense, offset orcounterclaim (and to the extent there exists any such defense, offset or counterclaim on the datehereof, the same is hereby waived by such Borrower); the security interests and liens granted bysuch Borrower in favor of Agent are duly perfected, first priority security interests and liens;and the unpaid principal amount of the Loans as of the opening of business on February 26, 2007,totaled $78,254,254.70.     **6. ****Representations and Warranties****.**Each Borrower represents and warrants to Agent andLenders, to induce Agent and Lenders to enter into this Amendment, that no Default or Event ofDefault exists on the date hereof; the execution, delivery and performance of this Amendment havebeen duly authorized by all requisite corporate action on the part of such Borrower and thisAmendment has been duly executed and delivered by such Borrower; and all of the representations andwarranties made by such Borrower in the Loan Agreement are true and correct on and as of the datehereof.     **7. ****Reference to Loan Agreement****.**Upon the effectiveness of this Amendment, eachreference in the Loan Agreement to “this Agreement,” “hereunder,” or words of like import shallmean and be a reference to the Loan Agreement, as amended by this Amendment.     **8. ****Breach of Amendment****.**This Amendment shall be part of the Loan Agreement and abreach of any representation, warranty or covenant herein shall constitute an Event of Default.     **9. ****Conditions Precedent****.**The effectiveness of the amendments contained in Section 2hereof is subject to the satisfaction of each of the following conditions precedent, in form andsubstance satisfactory to Agent, unless satisfaction thereof is specifically waived in writing byAgent:     (a) Agent shall have received a duly executed Secretary’s Certificate of DirectorResolutions from each Borrower;     (b) Agent shall have received a duly executed counterpart of this Amendment from eachof the parties hereto;     (c) Agent shall have received duly executed amendments to each of the Mortgages (otherthan the Alabama Mortgage) which give effect to the transactions contemplated by thisAmendment;     (d) Agent shall have received a valid, effective and fully-paid endorsement to Agent’smortgage title insurance policy with respect to each Mortgage (other than the AlabamaMortgage);     (e) No Default or Event of Default shall be in existence.     **10. ****Expenses of Agent****.**Borrowers agree to pay, **on demand**, all costs and expensesincurred by Agent in connection with the preparation, negotiation and execution of this Amendmentand any other Financing Agreements executed pursuant hereto and any and all amendments,modifications,
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and supplements thereto, including, without limitation, the costs and fees of Agent’s legalcounsel and any taxes or expenses associated with or incurred in connection with any instrument oragreement referred to herein or contemplated hereby.     **11. ****Effectiveness; Governing Law****.**This Amendment shall be effective upon acceptanceby Agent and Lenders (notice of which acceptance is hereby waived), whereupon the same shall begoverned by and construed in accordance with the internal laws of the State of Georgia.     **12. ****Successors and Assigns****.**This Amendment shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns.     **13. ****No Novation, etc.**. Except as otherwise expressly provided in this Amendment,nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of theother Financing Agreements, each of which shall remain in full force and effect. This Amendment isnot intended to be, nor shall it be construed to create, a novation or accord and satisfaction, andthe Loan Agreement as herein modified shall continue in full force and effect.     **14. ****Counterparts; Telecopied Signatures**. This Amendment may be executed in any numberof counterparts and by different parties to this Amendment on separate counterparts, each ofwhich, when so executed, shall be deemed an original, but all such counterparts shall constituteone and the same agreement. Any signature delivered by a party by facsimile transmission shall bedeemed to be an original signature hereto.     **15. ****Further Assurances****.**Each Borrower agrees to take such further actions as Agentshall reasonably request from time to time in connection herewith to evidence or give effect to theamendments set forth herein or any of the transactions contemplated hereby.     **16. ****Section Titles****.**Section titles and references used in this Amendment shall bewithout substantive meaning or content of any kind whatsoever and are not a part of the agreementsamong the parties hereto.     **17. ****Release of Claims****. To induce Agent and Lenders to enter into this Amendment, eachBorrower hereby releases, acquits and forever discharges Agent and Lenders, and all officers,directors, agents, employees, successors and assigns of Agent and Lenders, from any and allliabilities, claims, demands, actions or causes of action of any kind or nature (if there be any),whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown,that such Borrower now has or ever had against Agent or any Lender arising under or in connectionwith any of the Financing Agreements or otherwise. Each Borrower represents and warrants to Agentand Lenders that such Borrower has not transferred or assigned to any Person any claim that suchBorrower ever had or claimed to have against Agent or any Lender.**     **18. ****Waiver of Jury Trial****. To the fullest extent permitted by applicable law, theparties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim orproceeding arising out of or related to this Amendment**.**[Remainder of page intentionally left blank.]**
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed underseal and delivered by their respective duly authorized officers on the date first written above.**BORROWERS****:**       ATTEST: **DELTA APPAREL, INC.**           By:           Secretary   Name:                                                               [CORPORATE SEAL]   Title:                                                                      ATTEST: **M.J. SOFFE CO.**           By:           Secretary   Name:                                                               [CORPORATE SEAL]   Title:                                                                      ATTEST: **JUNKFOOD CLOTHING COMPANY**           By:           Secretary   Name:                                                              [CORPORATE SEAL]   Title:                                                               [Signatures continued on following page.]
 

 
         **AGENT:**         **WACHOVIA BANK, NATIONAL ASSOCIATION**, as Agent           By:               Name:                                                                   Title:                                                                        **LENDERS****:**           **WACHOVIA BANK, NATIONAL ASSOCIATION**           By:               Name:                                                                   Title:                                                                        **THE CIT GROUP/COMMERCIAL SERVICES, INC.**           By:               Name:                                                                   Title:                                                                        **IDB BANK**           By:               Name:                                                                   Title:                                                                        By:               Name:                                                                   Title:                                                               
 

 
SCHEDULE 1.21