exv10w2w1






EXHIBIT 10.2.1




March 30, 2009




Delta Apparel, Inc.

M.J. Soffe, LLC

Junkfood Clothing Company

322 South Main Street

Greenville, South Carolina 29601

Attention: Ms. Deb Merrill




The CIT Group/Commercial Services

301 South Tryon Street

Charlotte, North Carolina 28202

Attention: Mr. Jeff Lewis




IDB Bank

511 Fifth Avenue

New York, New York 10017

Attention: Mr. Andrew Ballta




PNC Bank, National Association

4720 Piedmont Row Drive, Suite 300

Charlotte, North Carolina 28210

Attention: Mr. Alex Council




Ladies and Gentlemen:



     Reference is made to that certain Third Amended and Restated Loan and Security Agreement dated
September 21, 2007, among Delta Apparel, Inc., a Georgia corporation (“Delta”), M.J. Soffe,
LLC, a North Carolina limited liability company and successor to M.J. Soffe Co. (“Soffe”),
Junkfood Clothing Company, a Georgia corporation (“JCC”; Delta, Soffe and JCC being
hereinafter 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 thereto from time to time as lenders (collectively, “Lenders”)
and such Lenders (as at any time amended, restated, modified or supplemented, the “Loan
Agreement”), pursuant to which Agent and Lenders have made certain loans and other financial
accommodations available to Borrowers. All capitalized terms used in this letter amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the Loan Agreement.



     Borrowers have requested, pursuant to Section 2.5 of the Loan Agreement, that the Commitments
under the Loan Agreement be increased by $10,000,000 to $110,000,000 (the “Commitment
Increase”).



     Each of the existing Lenders has informed Agent that it has elected not to fund its respective
Pro Rata Share of the amount of the Commitment Increase, and as a result, Borrowers have requested
that PNC Bank, National Association (“New Lender”) become a Lender and fund the full amount
of the requested Commitment Increase.



     Pursuant to that certain Joinder Agreement dated as of the date hereof (the “New Lender
Joinder Agreement”), New Lender has agreed to be joined to the Loan Agreement as a Lender, has
assumed all of the responsibilities of a Lender thereunder, and has accepted the full amount of the
Commitment Increase as its Commitment under the Loan Agreement.



     In connection with Borrowers’ request to increase the Commitments and New Lender’s execution
and delivery of the New Lender Joinder Agreement, Agent and Borrowers have agreed that the Increase
Effective Date for such requested Commitment Increase shall be the date set forth below in this
letter amendment and, with the



 









 







consent and approval of Borrowers, Agent hereby confirms to Lenders by delivery of this letter
amendment the final allocation of such increase as of the Increase Effective Date.



     Agent, New Lender and Borrowers are entering into this letter amendment in order to reflect
the joinder of New Lender as a Lender under the Loan Agreement and the corresponding changes to the
Commitments thereunder set forth on Schedule 1.21 to the Loan Agreement.



     The parties hereto desire to amend the Loan Agreement as hereinafter set forth.



     NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable
consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



     1. Amendments to Loan Agreement, Financing Agreements. Subject to the satisfaction of
the conditions precedent set forth herein, the Loan Agreement is hereby amended, pursuant to the
terms of Section 2.5 thereof, by deleting Schedule 1.21 to the Loan Agreement in
its entirety and by substituting in lieu thereof the Schedule 1.21 attached to this
Amendment, and pursuant to the requirements of Section 2.5 of the Loan Agreement, Agent
hereby delivers to Lenders and Borrowers a copy of this amendment. In furtherance of the
foregoing, upon the effectiveness of this letter amendment, all references to “Lender” or “Lenders”
contained in the Loan Agreement and the other Financing Agreements shall be deemed to include PNC
Bank, National Association, in its capacity as a Lender under the Loan Agreement.



     2. Determination of Increase Effective Date; Confirmation to Lenders Thereof. Subject
to the satisfaction of the conditions precedent set forth herein, Agent and Borrowers have
determined that the Increase Effective Date for the Borrowers’ requested Commitment increase shall
be March 30, 2009, and by delivery of this letter amendment to Lenders, with the consent and
approval of Borrowers (as indicated by their signatures below), Agent hereby confirms in writing to
Lenders the final allocation of such increase as of the Increase Effective Date. New Lender agrees
that it shall make and extend Loans and Letter of Credit Obligations to Borrowers in an amount such
that the amount of outstanding Loans and Letter of Credit Obligations from each Lender shall equal
such Lender’s respective Pro Rata Share of the Commitments, as modified in this letter amendment to
give effect to such increase, multiplied by the aggregate amount of Loans outstanding and Letter of
Credit Obligations from all Lenders.



     3. Ratification and Reaffirmation. Each Borrower hereby ratifies and reaffirms the
Obligations, each of the Financing Agreements and all of such Borrower’s covenants, duties,
indebtedness and liabilities under the Financing Agreements.



     4. Acknowledgments and Stipulations. Each Borrower acknowledges and stipulates that
the Loan Agreement and the other Financing Agreements executed by such Borrower are legal, valid
and binding obligations of such Borrower that are enforceable against such Borrower in accordance
with the terms thereof; all of the Obligations are owing and payable without defense, offset or
counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date
hereof, the same is hereby waived by such Borrower); the security interests and liens granted by
such 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 March 30, 2009,
totaled $90,571,073.21.



     5. Representations and Warranties. Each Borrower represents and warrants to Agent and
the Lenders, to induce Agent and New Lender to enter into this amendment, that no Default or Event
of Default exists on the date hereof; the execution, delivery and performance of this Amendment
have been duly authorized by all requisite corporate action on the part of such Borrower and this
Amendment has been duly executed and delivered by such Borrower; and all of the representations and
warranties made by such Borrower in the Loan Agreement are true and correct on and as of the date
hereof.



     6. Conditions Precedent. The amendments set forth in Section 2 of this letter
amendment shall be effective as of the Increase Effective Date set forth above, subject to the
satisfaction of each of the following



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conditions precedent, in form and substance satisfactory to Agent, on such Increase Effective
Date unless satisfaction thereof is specifically waived in writing by Agent:




     (a) No Default or Event of Default shall be in existence;




     (b) Agent shall have received a duly executed counterpart of this Amendment from each
of the parties hereto;




     (c) Agent shall have received a duly executed counterpart of the New Lender Joinder
Agreement from each of the parties thereto;




     (d) Agent shall have received a duly executed counterpart of that certain Certificate
Regarding Commitment Increase from each of the parties thereto; and




     (e) Agent and Lenders shall have received a legal opinion from counsel to Borrowers in
form and substance acceptable to Agent that the requested Commitment Increase provided for
herein does not violate any Material Contract of any Borrower.



     7. No Novation, etc. Except as otherwise expressly provided in this letter amendment,
nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of the
other Financing Agreements, each of which shall remain in full force and effect. This letter
amendment is not intended to be, nor shall it be construed to create, a novation or accord and
satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect.



     8. Release of Claims. To induce Agent and New Lender to enter into this letter
amendment, each Borrower 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
all liabilities, 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
connection with any of the Financing Agreements or otherwise. Each Borrower represents and
warrants to Agent and Lenders that such Borrower has not transferred or assigned to any Person any
claim that such Borrower ever had or claimed to have against Agent or any Lender.



     9. Waiver of Jury Trial. To the fullest extent permitted by applicable law, the
parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or
proceeding arising out of or related to this letter amendment.



     10. Miscellaneous. This letter amendment shall be part of the Loan Agreement and a
breach of any representation, warranty or covenant herein shall constitute an Event of Default.
Upon the effectiveness of this letter amendment, each reference in the Loan Agreement to “this
Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Loan
Agreement, as amended by this letter amendment. In consideration of Agent’s and the New Lender’s
willingness to enter into this letter amendment, Borrowers jointly and severally, agree to pay, on
demand, all costs and expenses incurred by Agent in connection with the preparation, negotiation
and execution of this letter amendment and any other Financing Agreements executed pursuant hereto
and any and all amendments, modifications, and supplements thereto, including, without limitation,
the costs and fees of Agent’s legal counsel and any taxes or expenses associated with or incurred
in connection with any instrument or agreement referred to herein or contemplated hereby. This
letter amendment shall be effective upon acceptance by Agent (notice of which acceptance is hereby
waived), whereupon the same shall be governed by and construed in accordance with the internal laws
of the State of Georgia. This letter amendment shall be binding upon and inure to the benefit of
Agent, Lenders, and Borrowers and their respective successors and assigns. This letter amendment
may be executed in any number of counterparts and by different parties to this Amendment on
separate counterparts, each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute one and the same agreement. Any manually executed signature
delivered by a party by facsimile or electronic mail transmission shall be deemed to be an original
signature hereto. Each Borrower agrees to take such further actions as Agent shall



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reasonably request from time to time in connection herewith to evidence or give effect to the
amendments set forth herein or any of the transactions contemplated hereby.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL

ASSOCIATION, as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Dan Denton
 

Dan Denton

Director
	 	 






[Acknowledgment and Agreement on following page.]





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	ACKNOWLEDGED AND AGREED:	 	 
	 
	 	 	 	 
	BORROWERS:	 	 
	 
	 	 	 	 
	DELTA APPAREL, INC.	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Deborah H. Merrill
 

Deborah H. Merrill
	 	 
	Title:

	 	VP and CFO	 	 
	 
	 	 	 	 
	M.J. SOFFE, LLC	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Deborah H. Merrill
 

Deborah H. Merrill
	 	 
	Title:

	 	VP and CFO	 	 
	 
	 	 	 	 
	JUNKFOOD CLOTHING COMPANY	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Deborah H. Merrill
 

Deborah H. Merrill
	 	 
	Title:

	 	VP and CFO	 	 
	 
	 	 	 	 
	NEW LENDER:	 	 
	 
	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Virginia L. Kiseljack
 

Virginia L. Kiseljack
	 	 
	Title:

	 	Senior Vice President	 	 







 









 








SCHEDULE 1.21

to

THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Commitments




	 	 	 	 	 
	Name of Lender	 	Commitment	 
	 
	1. Wachovia Bank, National Association
	 	$	60,000,000	 
	 
	2 The CIT Group/Commercial Services, Inc.
	 	$	20,000,000	 
	 
	3. IDB Bank
	 	$	20,000,000	 
	 
	4. PNC Bank, National Association
	 	$	10,000,000