GMAC COMMERCIAL FINANCE LLC
                           1290 Avenue of the Americas
                            New York, New York 10104


                                                            as of March 20, 2003

DELTA MILLS, INC.
100 Augusta Street
Greenville, South Carolina 29601


        Re: Consent and Amendment to Credit Agreement and Other Documents

Gentlemen:

         Reference is made to the Revolving Credit and Security  Agreement dated
as of March 31, 2000 (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
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").  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 sale of its Maiden,
North Carolina facility and make certain amendments to the Credit Agreement, the
Factoring  Agreement  and the Other  Documents  and  Agent has  agreed to do so,
subject to the terms and conditions contained herein.

         A.  Amendment   Regarding  GMAC  Commercial  Finance  LLC.  The  Credit
Agreement, the Factoring Agreement and the Other Documents are hereby amended as
follows:

                  All  references to "GMAC  Commercial  Credit LLC" appearing in
the Credit  Agreement,  the  Factoring  Agreement,  and the Other  Documents are
deleted in their  entirety and  references to "GMAC  Commercial  Finance LLC, as
successor  by merger  with GMAC  Commercial  Credit  LLC" are  inserted  in lieu
thereof.

         B. Amendments to Credit Agreement.

                  1.  The  definition  of  "Factoring  Agreement"  set  forth in
Article I of the Credit  Agreement  is amended and  restated in its  entirety to
read as follows:

                           ""Factoring  Agreement" shall mean,  individually and
                  collectively,  the Amended and  Restated  Factoring  Agreement
                  effective  as of March 31, 1993  between  Borrower and Factor,
                  and the Factoring Service  Agreement  effective as of July 15,
                  1986  between  Borrower  and  Factor,  as each such  agreement
                  exists,  has  been  or may  hereafter  be  amended,  restated,
                  renewed,  extended,  supplemented,  substituted  or  otherwise
                  modified from time to time."

                  2. The  definition  of  "Applicable  Margin for Domestic  Rate
Loans" set forth in Section 1.2 of the Credit  Agreement  is hereby  amended and
restated in its entirety to read as follows:

                           ""Applicable  Margin for  Domestic  Rate Loans" shall
                  mean (- .50%)."

                  3. The  definition of "Applicable  Margin for Eurodollar  Rate
Loans" set forth in Section 1.2 of the Credit  Agreement  is hereby  amended and
restated in its entirety to read as follows:


<PAGE>

                           ""Applicable Margin for Eurodollar Rate Loans"  shall
                  mean 1.75%."

                  4. The  definition  of "Term" set forth in Section  1.2 of the
Credit  Agreement  is hereby  amended and  restated  in its  entirety to read as
follows:

                           ""Term" shall mean the Closing Date through March 31,
                  2007."

                  5. The following  definition of "Fixed Charge  Coverage Ratio"
is  inserted  in  Section  1.2  of  the  Credit  Agreement  in  the  appropriate
alphabetical position:

                           ""Fixed Charge  Coverage Ratio" shall mean, as of the
                  last day of each fiscal quarter of Borrower,  the ratio of (a)
                  EBITDA less unfinanced capital  expenditures for the period of
                  four  consecutive  fiscal  quarters ending on such date to (b)
                  the sum of all  principal  and cash interest paid with respect
                  to any  Indebtedness,  plus cash taxes and dividends  actually
                  paid,  in each case  during  the  period  of four  consecutive
                  quarters ending on such date.  Notwithstanding anything to the
                  contrary set forth herein,  (a) any one-time  charges incurred
                  in connection  with  Borrower's  closing of its Maiden,  North
                  Carolina  plant shall be excluded from the  calculation of the
                  Fixed   Charge   Coverage   Ratio  and  (b)  for  purposes  of
                  calculating  the  Fixed  Charge  Coverage  Ratio,  "unfinanced
                  capital  expenditures"  shall be  reduced by the amount of all
                  cash  proceeds of the  Borrower's  sales of assets  during the
                  period of calculation."

                  6. Section 3.3 of the Credit Agreement is hereby   amended and
restated in its entirety to read as follows:

                           "3.3  Commitment  Fee.  If, for any month  during the
                  Term,  the average daily  outstanding  balance of the Advances
                  for each  day of such  month is less  than  the  Maximum  Loan
                  Amount,  then  Borrower  shall pay to Agent,  for the  ratable
                  benefit of  Lenders,  a fee at a rate equal to the  product of
                  the amount by which the Maximum  Loan Amount in effect at such
                  time  exceeds such average  daily  outstanding  balance of the
                  Advances  multiplied  by .30%.  The  commitment  fee  shall be
                  payable  to Agent,  for the  ratable  benefit of  Lenders,  in
                  arrears on the last day of each month,  shall be fully  earned
                  as of the last day of the  applicable  month in which such fee
                  becomes  due and shall not be  subject  to  refund,  rebate or
                  proration for any reason whatsoever."

                  7.  Section 4.10 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                           "4.10    Inspection   of   Premises  and    Inventory
                  Appraisals.

                                    (a) At all reasonable times,  Agent and each
                  Lender  shall  have  full  access  to and the  right to audit,
                  check,  inspect and make abstracts and copies from  Borrower's
                  books,  records,  audits,  correspondence and all other papers
                  relating to the  Collateral  and the  operation of  Borrower's
                  business.  Agent,  any Lender and their  agents may enter upon
                  Borrower's  premises at any time during  business hours and at
                  any other  reasonable  time,  and from  time to time,  for the
                  purpose of inspecting  the  Collateral and any and all records
                  pertaining thereto and the operation of Borrower's business.

                                    (b) At any time that the amount equal to (i)
                  the lesser of the Maximum  Loan Amount and the Formula  Amount
                  minus (ii) the average daily  outstanding  balance of Advances
                  is less than Five Million Dollars ($5,000,000) for a period of
                  thirty  consecutive  Business Days,  Agent may, at its option,
                  conduct,  and Borrower  hereby consents to and shall cooperate
                  with an  appraisal  of  Borrower's  Inventory  by an appraiser
                  acceptable to Agent in its sole and absolute  discretion.  The
                  cost  of  such  appraisal,   including   reasonable  fees  and
                  disbursements  of such appraiser,  shall be for the account of
                  Borrower and Borrower shall pay any invoice directly delivered
                  to it by such appraiser.  To the extent Borrower fails to make
                  any such payment,  the amount due to the appraiser shall be an
                  expense payable by Borrower under Section 15.9."


<PAGE>

                  8. Section 6.9 of the Credit Agreement  is hereby  amended and
restated in its entirety to read as follows:

                           "6.9     Financial Covenants.

                                    (a) Maximum  Leverage Ratio.  Maintain as of
                  the last day of each of  Borrower's  fiscal  quarters  for the
                  period of four consecutive quarters ending thereon, a Leverage
                  Ratio of not more than 6.0:1.

                                    (b) Fixed Charge Coverage Ratio. Maintain as
                  of the last day of each of Borrower's  fiscal quarters for the
                  period of four  consecutive  quarters ending thereon,  a Fixed
                  Charge Coverage Ratio of not less than 1.0:1."

                  9. Section 7.6 of the Credit Agreement  is hereby  amended and
restated in its entirety to read as follows:

                           "7.6   Capital Expenditures. For  each of  Borrower's
                  fiscal  years,  make expenditures,  on a  consolidated  basis,
                  in  connection  with the  maintenance of its capital assets in
                  excess of $15,000,000."

         C. Amendment to Factoring Agreement. All references to "March 31, 2004"
appearing in Section 9(a) of the Amended and Restated  Factoring  Agreement  and
Section 8.3(a) of the Factoring  Service Agreement are deleted in their entirety
and references to "March 31, 2007" are inserted in lieu thereof.

         D. Consent to Sale.  Borrower has requested  that Lender consent to the
sale of Borrower's "Maiden Plant" located in Maiden, North Carolina (the "Maiden
Plant").  By its  signature  below,  Lender  hereby  consents to the sale of the
Maiden Plant by the  Borrower,  provided  that the net proceeds of such sale are
remitted to Lender as a mandatory prepayment of the Revolving Advances. Borrower
and Lender hereby agree that for purposes of calculating EBITDA under the Credit
Agreement,  impairment  and  restructuring  costs of the Maiden Plant closing as
reflected  on the  Borrower's  income  statements  in  accordance  with GAAP are
considered extraordinary costs.

         E. 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.


<PAGE>

                  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/  Robert Higgins
                             ---------------------------------------------------

                         Title:     EVP
                                ------------------------------------------------



ACKNOWLEDGED AND AGREED:

DELTA MILLS, INC.

By:      /s/ W.H. Hardman, Jr.
    -----------------------------------
         W.H. Hardman, Jr.
Title:   Chief Financial Officer
       --------------------------------