exv10w1






Exhibit 10.1




EXECUTION COPY




AMENDMENT NO. 3

TO

RECEIVABLES PURCHASE AGREEMENT




          THIS AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of
August 17, 2009, is entered into among HBI RECEIVABLES LLC, as seller (“Seller”),
HANESBRANDS INC., in its capacity as servicer (in such capacity, the “Servicer”), the
Committed Purchasers party hereto, the Conduit Purchasers party hereto, the Managing Agents party
hereto, and HSBC SECURITIES (USA) INC. (“HSBC”), as assignee of JPMORGAN CHASE BANK, N.A.,
as agent (in such capacity, the “Agent”). Capitalized terms used herein without definition
shall have the meanings ascribed thereto in the “Purchase Agreement” referred to below.




PRELIMINARY STATEMENTS




          A. Reference is made to that certain Receivables Purchase Agreement dated as of November 27,
2007 among Seller, Servicer, the Committed Purchasers, the Conduit Purchasers and the Agent (as
amended prior to the date hereof and as the same may be further amended, restated, supplemented or
modified from time to time, the “Purchase Agreement”).




          B. For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto have agreed to amend certain provisions of the Purchase Agreement
upon the terms and conditions set forth herein.




     SECTION 1. Amendment. Subject to the satisfaction of the conditions precedent set
forth in Section 3 hereof, the parties hereto hereby agree to amend the Purchase Agreement
as follows:




     (a) Exhibit I to the Purchase Agreement is hereby amended to delete the
definitions of “Default Ratio” and “Loss-to-Liquidation Ratio” and replace
them with the following:




     "Default Ratio” means, at any time, a percentage equal to (i) the
sum of (a) the aggregate Outstanding Balance of all Receivables that became
Charged-Off Receivables (other than the Charged-Off Receivables as described in
clause (i) of the definition thereof) during the most recently ended Calendar
Month that were less than 61 days past the original due date and (b) the
aggregate Outstanding Balance of all Receivables as to which (A) any payment, or
part thereof, remains unpaid for 61 days to 90 days past the original due date
as of the last day of such Calendar Month and (B) did not become Charged-Off
Receivables (other than the Charged-Off Receivables as described in clause (i)
of the definition thereof) prior to the day that was 61 days past the original
due date, divided by (ii) the aggregate Original Balance of all Receivables
generated by Originator during the Calendar Month ending three (3) Calendar
Months prior to such Calendar Month.



 









 






     "Loss-to-Liquidation Ratio” means, at any time, a percentage equal
to (i) the sum of (A) the aggregate Outstanding Balance of all Receivables that
became Charged-Off Receivables (other than the Charged-Off Receivables as
described in clause (i) of the definition thereof) during the most recently
ended Calendar Month that were not also Delinquent Receivables as of the date
that such Receivables became Charged-Off Receivables (other than the Charged-Off
Receivables as described in clause (i) of the definition thereof) and (B) the
aggregate Outstanding Balance of all Delinquent Receivables that were not also
Defaulted Receivables as of the last day of such Calendar Month divided by (ii)
the aggregate amount of Collections during such Calendar Month.



     SECTION 2. Representations and Warranties. Each of the Seller and the Servicer
hereby represents and warrants to each of the other parties hereto, as to itself that:




     (a) It has all necessary corporate or company power and authority to execute and
deliver this Amendment and to perform its obligations under the Purchase Agreement as
amended hereby, the execution and delivery of this Amendment and the performance of its
obligations under the Purchase Agreement as amended hereby has been duly authorized by all
necessary corporate or company action on its part and this Amendment constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or
other similar laws relating to or limiting creditors’ rights generally and by general
principles of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).




     (b) On the date hereof, before and after giving effect to this Amendment, (i) no
Amortization Event or Potential Amortization Event has occurred and is continuing and (ii)
the aggregate Purchaser Interests do not exceed 100%.



     SECTION 3. Conditions Precedent; Retroactive Effect. This Amendment shall become
effective on the first Business Day (the “Effective Date”) on which the Agent or its
counsel has received five (5) counterpart signature pages to each of this Amendment executed by
each of the parties hereto. Notwithstanding anything to the contrary herein or in the Purchase
Agreement, once this Amendment becomes effective, it shall be deemed effective as of November 27,
2007, and, for all purposes and for all periods from and after November 27, 2007, the terms
“Default Ratio” and “Loss-to-Liquidation Ratio” shall be deemed to have been accurately calculated
to the extent calculated as set forth herein.



     SECTION 4. Reference to and Effect on the Transaction Documents.




     (a) Upon the effectiveness of this Amendment, (i) each reference in the Purchase
Agreement to “this Receivables Purchase Agreement”, “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import shall mean and be a reference to the Purchase Agreement as
amended or otherwise modified hereby, and (ii) each reference to the Purchase Agreement in
any other Transaction Document or any other document, instrument or agreement executed
and/or delivered in connection therewith,



2









 






shall mean and be a reference to the Purchase Agreement as amended or otherwise
modified hereby.




     (b) Except as specifically amended, terminated or otherwise modified above, the terms
and conditions of the Purchase Agreement, of all other Transaction Documents and any other
documents, instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect and are hereby ratified and confirmed.




     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Agent or any Purchaser under the Purchase
Agreement or any other Transaction Document or any other document, instrument or agreement
executed in connection therewith, nor constitute a waiver of any provision contained
therein.



     SECTION 5. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile or other electronic format shall be effective as delivery of a
manually executed counterpart of this Amendment.



     SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.



     SECTION 7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.



     SECTION 8. Fees and Expenses. Seller hereby confirms its agreement to pay on demand
all reasonable costs and expenses of the Agent, the Managing Agents or Purchasers in connection
with the preparation, execution and delivery of this Amendment and any of the other instruments,
documents and agreements to be executed and/or delivered in connection herewith, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel to the Agent or Purchasers
with respect thereto.



[Remainder of Page Deliberately Left Blank]





3









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective officers as of the date first above written.




	 	 	 	 	 
	 

	 	HBI RECEIVABLES LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. Moss
	 

	 	 	 	 
	 

	 	 	 	Name: Richard D. Moss

Title: President and Chief Executive Officer
	 
	 	 	 	 
	 

	 	HANESBRANDS INC., as Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. Moss
	 

	 	 	 	 
	 

	 	 	 	Name: Richard D. Moss

Title:   Senior Vice President and Treasurer






Signature Page

to

Amendment No. 3 to RPA















 








	 	 	 	 	 
	 

	 	BRYANT PARK FUNDING LLC, as a Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Damian A. Perez
	 

	 	 	 	 
	 

	 	 	 	Name: Damian A. Perez

Title:   Vice President
	 
	 	 	 	 
	 

	 	HSBC SECURITIES
(USA) Inc., as a Managing Agent
and Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Suzanna Baird
	 

	 	 	 	 
	 

	 	 	 	Name: Suzanna Baird

Title:   Vice President
	 
	 	 	 	 
	 

	 	HSBC BANK USA, NATIONAL
ASSOCIATION, as a
Committed Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Catherine Dong
	 

	 	 	 	 
	 

	 	 	 	Name: Catherine Dong

Title:   ID #15811






Signature Page

to

Amendment No. 3 to RPA















 








	 	 	 	 	 
	 

	 	MARKET STREET FUNDING LLC, as a Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Doris J. Hearn
	 

	 	 	 	 
	 

	 	 	 	Name: Doris J. Hearn

Title:   Vice President
	 
	 	 	 	 
	 

	 	PNC BANK, N.A., as a
Committed Purchaser and as a
Managing Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robyn A. Reeher
	 

	 	 	 	 
	 

	 	 	 	Name: Robyn A. Reeher

Title:   Vice President






Signature Page

to

Amendment No. 3 to RPA