GMAC COMMERCIAL CREDIT LLC
July 28, 2000
Delta Mills, Inc.
100 Augusta Street
Greenville, SC 29601
Re: Letter of Credit Fees
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Gentlemen:
Reference is made to the Revolving Credit and Security Agreement in effect
between us with an effective date of March 31, 2000, as supplemented and amended
from time to time (the "Agreement"). Initially capitalized terms not defined
herein shall have the meanings ascribed to such terms in the Agreement.
It is hereby agreed by and between us that the Agreement is hereby amended
effective as of August 1, 2000, as follows:
Section 3.2(a) of the Agreement is hereby deleted in its entirety and
replaced by the following:
"(a) Borrower shall pay to (i) Agent for the ratable benefit of
Lenders a fee computed at a rate of one-eighth of one percent (1/8%) per month
on the outstanding face amount of Letters of Credit during such month and (ii)
Bank, for its own account, Bank's customary charges payable in connection with
Letters of Credit as in effect from time to time (the "Letter of Credit Fees").
Such fees and charges shall be payable (x) in the case of any Letter of Credit
(which is not a standby Letter of Credit), on its opening, (y) in the case of a
standby Letter of Credit, (1) monthly thereafter in advance and (2) upon each
increase in the outstanding amount thereof, and (z) in the case of any Letter of
Credit that is not a standby Letter of Credit, at the time of each increase in
face amount thereof. Any such charge in effect at the time of a particular
transaction shall be the charged for that transaction, notwithstanding any
subsequent change in Bank's prevailing charges for that type of transaction.
All Letter of Credit Fees payable hereunder shall be deemed earned in full on
the date when the same are due and payable hereunder and shall not be subject to
rebate or proration upon the termination of this Agreement for any reason."
Except as herein specifically amended, the Agreement shall remain in full
force and effect in accordance with its original terms, except as previously
amended.
If the foregoing accurately reflects our understanding, kindly sign the
enclosed copy of this letter and return it to our office as soon as practicable.
Very truly yours,
GMAC COMMERCIAL CREDIT, LLC
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By: /s/ Frank Imperato
Title: SVP
ACCEPTED AND AGREED TO:
DELTA MILS, INC.
By: /s/ William H. Hardman, Jr.
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Title: Vice President
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