Contract

EXECUTION VERSION

EIGHTH AMENDMENT TO

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS EIGHTH AMENDMENT

TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT (this "Amendment")

is made and entered

into on January

3, 2023,

by and among DELTA

APPAREL, INC., a Georgia

corporation ("Delta"), X. X. XXXXX, LLC, a North Carolina limited liability company

("Soffe"), XXXXXX CITY

CLOTHING CONWANY,

a Georgia

corporation ("Xxxxxx City"),

SALT

LIFE, LLC,

a Georgia

limited liability

company ("Salt Life"),

DTG2GO, LLC, a

Georgia

limited liability company ("DTG2GO"; Delta, Soffe,

Xxxxxx City, Salt Life, and DTG2GO, each individually, a "Borrower" and, collectively, "Borrowers"); the parties

to the Credit

Agreement (as defined below)

from time to

time as Lenders (each

individually, a

"Lender" and collectively,

"Lenders"); and XXXXX FARGO

BANK,

NATIONAL

ASSOCIATION,

national banking

association ("Xxxxx

Fargo"), in

its capacity

agent for

Lenders (together

with its

successors in

such capacity,

"Agent").

Recitals:

Borrowers, Agent

and Lenders

are parties to

a certain

Fifth Amended and

Restated Credit Agreement

dated as

of May

10, 2016

(as at

any time

amended, restated,

modified or supplemented, the

"Credit Agreement"), pursuant to which

Agent and Lenders have made

certain loans and other

financial accommodations available to

Borrowers.

The parties desire to amend the Credit 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

xxxxxx, agree as follows:

Definitions. All capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the

Credit Agreement.

Amendments to Credit Agreement.

The Credit Agreement is hereby amended as follows:

(a)

By deleting the last paragraph

in the definition of "Borrowing Base"

set forth in Schedule I

. 1 to the

Credit Agreement, and by substituting

the

following in lieu thereof:

Notwithstanding anything to

the contrary contained

herein, (A) the

portion of the

Borrowing Base on

any date calculated

with reference to

Eligible

Real Property, Eligible Intellectual Property and Eligible Equipment

collectively, shall not exceed (i) at any time prior to

the first day of the fiscal

month immediately following the

Seventh Amendment Date,

twenty percent (20%) of

the Maximum Revolver Amount

and (ii) at any time

on and

after the first day of the fiscal month

immediately following the Seventh Amendment

Date, twenty-five percent (25%) of

the Maximum Revolver

Amount, (B) the portion

of the Borrowing Base

on any date calculated

with reference to Eligible

In-Transit Inventory, shall not exceed

$6,000,000

at any time,

and (C) the

aggregate amount

of Adjusted Revolver

Usage based

on Eligible Inventory

consisting of yarn

classified as work-in-process

outstanding at any time shall not exceed $2,500,000 at any

time.

(b)

By deleting the definitions of "Eligible In-Transit Inventory" and "Increased Reporting Event" set forth in Schedule 1.1

to the Credit Agreement

and by substituting the following in lieu thereof:

“Eligible In-Transit Inventory"

means those items of Inventory that do not qualify as Eligible Inventory solely because

they are not in a location set forth on

Schedule 4.23 or in transit among such locations and a

Borrower does not have actual and exclusive possession

thereof, but as to which,

(a)

such Inventory is either

(1)

the subject of a

Qualified Import Letter of

Credit and the applicable

Letter of Credit has

been drawn upon in full and the Issuing Bank has honored such

drawing, or

(2)

as determined by Agent in its Permitted Discretion, not subject

to (i) any Person's right of

reclamation, repudiation, stoppage

in transit or

diversion or (ii) any

other right or

claim of any

other Person which

is (or is capable of being) senior to, or pari

passu with, the Lien of Agent or Agent determines that any

Person's

right or claim impairs, or interferes

with, directly or indirectly,

the ability of Agent to realize on,

or reduces the

amount that Agent may realize from the sale or other

disposition of such Inventory,

(b)

such Inventory currently is in transit (whether by vessel, air,

or land) from a location outside of the continental

United States to a location set forth on Schedule 4.23

(c)

title to such Inventory has passed to a Borrower,

(d)

such Inventory is insured

against types of loss,

damage, hazards, and risks,

and in amounts, satisfactory

to Agent

in its Permitted Discretion,

(e)

such Inventory either

(1)

is the subject

of a negotiable

bill of lading

governed by the

laws of a

state within

the United

States (x) that is

consigned to Agent or one

of its agents (either directly

or by means of endorsements),

(y) that

was issued by the carrier respecting the subject Inventory,

and (z) that either is (I) in the possession of Agent or

a customs broker

(in each case

in the continental

United States), or

(Il) the subject

of a telefacsimile

copy that

Agent has received from

the Issuing Bank which

issued the applicable

Letter of Credit

and as to which

Agent also

has received a confirmation from such Issuing Bank that such document is in-transit by air-courier to Agent or a

customs broker (in each case, in the continental United States),

(2)

is the subject

of a negotiable

cargo receipt governed

by the

laws of a

state within

the United

States and

is not

the subject

of a

bill of

lading (other

than a

negotiable bill

of lading

consigned to,

and in

the

possession

of,

consolidator

Agent,

their

respective

agents)

and

such

negotiable

cargo

receipt

(x)

consigned to Agent or

one of its

agents (either directly or

by means of endorsements),

(y) that was issued

by x

consolidator respecting the subject Inventory, (z) that either is (I) in the possession

of Agent or a customs broker

(in each case in the continental United States), or (Il) the subject of a telefacsimile copy that Agent has received

from the

Issuing Bank which

issued the applicable

Letter of Credit

and as to

which Agent also

has received a

confirmation

from such Issuing Bank

that such document is in-transit

by air-courier to Agent or

a customs broker

(in each case, in the continental United States),

(f) such

Borrower has

provided a

certificate to

Agent that

certifies that,

such Inventory

meets all

of Borrowers'

representations and

warranties contained in the Loan Documents concerning Eligible In-Transit Inventory,

that it knows of no reason why such

Inventory

would not

be accepted by

such Borrower when

it arrives in

the continental United

States and that

the shipment as

evidenced by the

documents conforms to the related order documents, and

(g) such Inventory shall not have been in transit for more

than fortyfive (45) days.

"Increased Reporting Event" means, at any time, Alternate

Excess Availability is less than the greater of (a) 12.5% of the lesser

of the Borrowing

Base and

the Maximum Revolver

Amount, and

(b) $20,000,000 (such

amount to

be increased pro

rata with the

amount of

any increase

in the

Commitments pursuant to Section 2.14).

Ratification

and

Reaffirmation.

Each

Borrower

hereby

ratifies and

reaffirms

the

Obligations, each

the

Loan

Documents and

all

such

Borrower's

covenants, duties, indebtedness and liabilities under the Loan Documents.

Acknowledgments and Stipulations. Each Borrower

acknowledges and stipulates that the

Credit Agreement and the other Loan

Documents 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 Xxxxxxxx); the

security interests and Liens granted by

such Borrower in favor of

Agent are duly perfected, first priority

security interests and

Liens; and, as of

the opening of business

on December 21, 2022,

the unpaid principal amount

of the Revolver Loans

totaled $144,579,131.18, and the undrawn

face

amount of all Letters of Credit totaled $425,000.

Representations and Warranties. Each Borrower represents and warrants to Agent

and Xxxxxxx, to induce Agent and Xxxxxxx 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

xxxx executed and

delivered by such Borrower;

and all of

the representations and

warranties

made by

such

Borrower in

the Credit

Agreement are

true and

correct in

all material

respects (except

that such

materiality

qualifier shall

not be

applicable to

any

representations and warranties that already

are qualified or modified by materiality in the

text thereof) on and as ofthe

date hereof, as though made on

and as of the date

hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and

correct in all material respects (except that such materiality

qualifier shall not be applicable to any representations

and warranties that already are qualified or modified

by materiality in the text thereof) as of such earlier date).

Reference to Credit

Agreement. Upon the

effectiveness of this

Amendment, each reference

in the Credit

Agreement to '

this Agreement," "hereunder,"

words of like import shall mean and be a reference to the Credit

Agreement, as amended by this Amendment.

Breach of Amendment.

This Amendment

shall be part

of the Credit

Agreement and

a breach

of any representation,

warranty or covenant

herein shall constitute

an Event of Default.

Conditions Precedent.

The effectiveness of the amendments contained in Section 2 hereof

are subject to the satisfaction of each of the

following conditions

precedent, in form and substance satisfactory to Agent, unless

satisfaction thereof is specifically waived in writing

by Agent:

(a)

Agent's receipt of duly executed counterparts of this Amendment;

(b)

Agent's receipt of a

certificate from the

Secretary of each

Loan Party attesting

to the resolutions

of such Loan Party's

board of directors

authorizing

its execution, delivery, and performance of the Loan Documents to which it is a party;

(c)

no Default or Event of Default shall exist both before and

after giving pro forma effect to this Amendment; and

(d)

the representations and warranties of each Borrower or its

Subsidiaries contained in the Credit Agreement or in the

Document Metadata

Table of Contents

Contract

Document Metadata