exv4w5






Exhibit 4.5




SECOND SUPPLEMENTAL INDENTURE




     Second Supplemental Indenture (this “Supplemental Indenture”), dated as of
November 1, 2010, among GearCo. Inc., GFSI Holdings, Inc., GFSI, Inc., CC Products, Inc. and Event
1, Inc. (each, a “Guaranteeing Subsidiary,” and together the “Guaranteeing
Subsidiaries”), each a subsidiary of Hanesbrands Inc. (or its permitted successor), a Maryland
corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in
the Indenture referred to herein) and Branch Banking and Trust Company, as trustee under the
Indenture referred to below (the “Trustee”).



WITNESSETH




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of December 14, 2006 providing for the issuance of Floating Rate
Senior Notes due 2014 (the “Notes”);



     WHEREAS, EPLD Temporary Corp. became a Subsidiary Guarantor by execution of a Supplemental
Indenture dated August 13, 2010;



     WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of August 9, 2010, by
and among the Company, EPLD Temporary Corp., GearCo, Inc., GFSI Holdings, Inc., GFSI, Inc. and the
other parties signatory thereto, on November 1, 2010, EPLD Temporary Corp. merged with and into
GearCo, Inc., the separate corporate existence of EPLD Temporary Corp. ceased and GearCo, Inc.
continued as the surviving corporation in such merger;



     WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which such
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note
Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:


1.      Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



2.      Agreement To Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.



3.      No Recourse Against Others. No director, officer, employee, incorporator or stockholder
of the Company or any Guarantor, as such, will have any liability for any obligations of the



 









 







Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes
by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under
the federal securities laws.



4.      GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO AND THERETO, INCLUDING THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEABILITY
THEREOF, SHALL BE GOVERNED BY AND SHALL BE CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).



5.      Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.



6.      Effect Of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.



7.      The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries
and the Company.





2









 








     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 
	 

	 	GEARCO, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. Moss
	 

	 	 	 	 
	 

	 	 	 	Name: Richard D. Moss

Title:   Vice President — Treasurer
	 
	 	 	 	 
	 

	 	On behalf of each of the Guaranteeing Subsidiaries below:
	 
	 	 	 	 
	 

	 	GFSI HOLDINGS, INC.

GFSI, INC.

CC PRODUCTS, INC.

EVENT 1, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. Moss
	 

	 	 	 	 
	 

	 	 	 	Name: Richard D. Moss

Title:   Treasurer
	 
	 	 	 	 
	 

	 	HANESBRANDS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. Moss
	 

	 	 	 	 
	 

	 	 	 	Name: Richard D. Moss

Title:   Senior Vice President and Treasurer
	 
	 	 	 	 
	 

	 	On behalf of each of the Guarantors listed below:
	 
	 	 	 	 
	 

	 	BA INTERNATIONAL, L.L.C.

CARIBESOCK, INC.

CARIBETEX, INC.

CASA INTERNATIONAL, LLC

CEIBENA DEL, INC.

HANES MENSWEAR, LLC

HANES PUERTO RICO, INC.

HANESBRANDS DIRECT, LLC

HANESBRANDS DISTRIBUTION, INC.

HBI BRANDED APPAREL ENTERPRISES, LLC

HBI BRANDED APPAREL LIMITED, INC.

HBI INTERNATIONAL, LLC

HBI SOURCING, LLC

INNER SELF LLC

JASPER-COSTA RICA, L.L.C.







[Supplemental Indenture Signature Page]





 









 








	 	 	 	 	 
	 

	 	PLAYTEX DORADO, LLC

PLAYTEX INDUSTRIES, INC.

SEAMLESS TEXTILES, LLC

UPCR, INC.

UPEL, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. Moss
	 

	 	 	 	 
	 

	 	 	 	Name: Richard D. Moss

Title:   Treasurer






[Supplemental Indenture Signature Page]





 









 








	 	 	 	 	 
	 

	 	BRANCH BANKING AND TRUST COMPANY

as Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gregory Yanok
	 

	 	 	 	 
	 

	 	 	 	Name: Gregory Yanok

Title:   Vice President






[Supplemental Indenture Signature Page]