GMAC COMMERCIAL FINANCE LLC
                           1299 Avenue of the Americas
                            New York, New York 10104

                                                        As of September 27, 2003


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

                                   Re: Wavier

Gentlemen:

         Reference is made to the evolving  Credit and Security  Agreement dated
as of March  31,  2003 (as the same now  exists  or may  hereafter  be  amended,
restated, renewed, replaced, substituted,  supplemented,  extended, or otherwise
modified, the "Credit Agreement"), by and between DELTA MILLS, INC. ("Borrower")
and 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").

         Borrower  hereby  acknowledges,  confirms and agrees that  Borrower has
failed to comply with certain terms and  provisions of the Credit  Agreement and
the Other Documents, including, without limitation, Borrower's failure to comply
with (i) Section 6.9(a) of the Credit Agreement  (Maximum  Leverage Ratio) as at
September  27, 2003,  and (ii)  Section  6.9(b) of the Credit  Agreement  (Fixed
Charge  Coverage  Ratio)  as at  September  27,  2003,  and as a result  of such
noncompliance,  Events of Default have occurred and are continuing under Section
10.5 of the Credit Agreement (the "Existing Defaults").

         Borrower  has  requested  that  Agent  and  Lenders  agree to waive the
Existing  Defaults and Agent and Lenders have agreed to  accommodate  Borrower's
request  subject  to the terms and  conditions  set  forth  herein,  all as more
particularly set forth below.

         In  consideration  of the  foregoing,  and for good and other  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

         1. DEFINITIONS.  Capitalized terms used in this Letter re: Waiver (this
"Agreement") and not otherwise  defined shall have the meanings ascribed to such
terms in the Credit Agreement.

     2. WAIVERS.

     A.  MAXIMUM  LEVERAGE  RATIO.  Agent and Lenders  hereby waive the Event of
Default occurring under Section 10.5 of the Credit Agreement arising solely from
Borrower's failure to comply with the provisions of Section 6.9(a) of the Credit
Agreement as at  September  27, 2003,  subject to the terms and  conditions  set
forth herein.

     B. FIXED CHARGE COVERAGE RATIO. Agent and Lenders hereby waive the Event of
Default occurring under Section 10.5 of the Credit Agreement arising solely from
Borrower's failure to comply with the provisions of Section 6.9(b) of the Credit
Agreement as at  September  27, 2003,  subject to the terms and  conditions  set
forth herein.

     C.  RESERVATION OF RIGHTS.  Agent and Lenders hereby reserve all rights and
remedies  granted to Agent and  Lenders  under the Credit  Agreement,  the Other
Documents,  applicable  law or otherwise and nothing  contained  herein shall be
construed to limit,  impair or otherwise  affect the right of Agent to declare a
Default  or an Event of Default  with  respect  to any  non-compliance  with the
Credit  Agreement or the Other  Documents of which Agent does not have knowledge
as of the date hereof of and any future  non-compliance with any covenant,  term
or provision of the Credit Agreement,  the Other Documents or any other document
now or  hereafter  executed  and  delivered  in  connection  therewith.  Without
limiting the foregoing,  nothing herein  contained  shall, or shall be deemed to
waive any Default or Event of Default  that  Borrower  has failed to disclose to
Agent as of the date hereof.

     3. NO OTHER  MODIFICATIONS:  Except as  specifically  set forth herein,  no
other changes or  modifications  to the Credit  Agreement or the Other Documents
are intended or implied,  and, in all other respects,  the Credit  Agreement and
the  Other  Documents  shall  continue  to remain  in full  force and  effect in
accordance  with  their  respective  terms  as of the  date  hereof.  Except  as
specifically set forth herein,  nothing contained herein shall evidence a waiver
by Agent or Lenders of any other provisions of the Credit Agreement or the Other
Documents nor shall anything contained herein be construed as a consent by Agent
or Lenders to any transaction other than that specifically consented to herein.

     4. NO THIRD PARTY BENEFICIARIES. 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.

     5. CONDITION TO  EFFECTIVENESS.  The terms and provisions of this Agreement
shall not be effective until this Agreement has been duly  authorized,  executed
and delivered by Borrower and Agent.

     6.  COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Agreement, it shall not be necessary
to produce or account for more than one  counterpart  thereof  signed by each of
the parties hereto.  This Agreement may be executed and delivered via telecopier
with the same force and effect as if it were a manually  executed and  delivered
counterpart.

     7.  GOVERNING  LAW.  The rights and  obligations  hereunder  of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with  the  laws of the  State of New  York,  but  excluding  any  principles  of
conflicts  of law or other rule of law that would result in the  application  of
the law of any jurisdiction other than the laws of the State of New York.

     8. MERGER. 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 Manini

                                         Title:  Executive Vice President


ACKNOWLEDGED AND AGREED:

DELTA MILLS, INC.

By:      /s/ William H. Hardman, Jr.  9/26/03

Title:   CFO