exv10w39






     Exhibit 10.39



EXECUTION COPY




AMENDMENT NO. 4

TO

RECEIVABLES PURCHASE AGREEMENT




          THIS AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of
December 10, 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, the Managing Agents
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 condition precedent set
forth in Section 3 hereof, the parties hereto hereby agree to amend the Purchase Agreement
as follows:




     (a) Section 9.1 of the Purchase Agreement is hereby amended to delete paragraph
(h) in its entirety and replace it with the following:



               (h) (i) As of the last day of any Fiscal Quarter occurring during any period set forth
below, HBI permits the Leverage Ratio to be greater than the ratio set forth opposite such period:



	 	 	 
	Period	 	Leverage Ratio
	Each Fiscal Quarter ending between October 16, 2009 and
July 15, 2010
	 	4.50:1.00
	Each Fiscal Quarter ending between July 16, 2010 and
October 15, 2010
	 	4.25:1.00
	Each Fiscal Quarter ending between October 16, 2010 and
April 15, 2011
	 	4:00:1.00
	Each Fiscal Quarter ending April 16, 2011 and thereafter
	 	3.75:1.00
	 	 	 






     ; or



 









 





                    (ii) As of the last day of any Fiscal Quarter occurring during any period set forth below,
HBI permits the Interest Coverage Ratio to be less than the ratio set forth opposite such period:



	 	 	 
	Period	 	Interest Coverage Ratio
	Each Fiscal Quarter ending between October 16,
2009 and July 15, 2010
	 	2.50:1.00
	Each Fiscal Quarter ending between July 16, 2010
and October 15, 2010
	 	2.75:1.00
	Each Fiscal Quarter ending between October 16,
2010 and July 15, 2011
	 	3.00:1.00
	Each Fiscal Quarter ending July 16, 2011 and
thereafter
	 	3.25:1.00







     ; or




     (b) EXHIBIT XII of the Purchase Agreement is hereby amended and restated
in its entirety as set forth on Exhibit A hereto.



     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. Condition Precedent. 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 this Amendment executed by each of the parties hereto.



     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



2









 







document, instrument or agreement executed and/or delivered in connection therewith,
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, any Managing 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 BY 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.









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. 4 to RPA







 









 








	 	 	 	 	 
	 	BRYANT PARK FUNDING LLC, as a Conduit Purchaser

 	 
	 	By:  	/s/ Damian Perez
 	 
	 	 	Name:  	Damian 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/ Robert J. Devir
 	 
	 	 	Name:  	Robert J. Devir 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page

to

Amendment No. 4 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/ William P. Falcon
 	 
	 	 	Name:  	William P. Falcon 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page

to

Amendment No. 4 to RPA





 











 





EXHIBIT A




EXHIBIT XII



FINANCIAL COVENANT DEFINITIONS



          “2016 Senior Notes” means the $500,000,000 8.00% senior unsecured notes due December
15, 2016 issued by HBI.




          “Administrative Agent” means the Administrative Agent under the Credit Agreement.




          “Business Day” has the meaning set forth in the Credit Agreement.




          “Capital Securities” means, with respect to any Person, all shares, interests,
participations or other equivalents (however designated, whether voting or non-voting) of such
Person’s capital, whether now outstanding or issued after the Restatement Effective Date;
provided however, any shares, interests, participations or other equivalents
required to be issued in connection with convertible debt shall not be considered “Capital
Securities” until issued.




          “Capitalized Lease Liabilities” means, with respect to any Person, all monetary
obligations of such Person and its Subsidiaries under any leasing or similar arrangement which, in
accordance with GAAP, should be classified as capitalized leases, and for purposes of each Loan
Document the amount of such obligations shall be the capitalized amount thereof, determined in
accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent
or any other amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a premium or a penalty; provided, however, any changes
to the treatment or reclassification of operating leases under GAAP or the interpretation of GAAP
that would cause operating leases to be considered capitalized leases under GAAP shall be ignored
as if such treatment or reclassification had never occurred and, for the avoidance of doubt,
operating leases shall not be considered Capitalized Lease Liabilities hereunder.




          “Commercial Letter of Credit” has the meaning set forth in the Credit Agreement.




          “Contingent Liability” means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or
otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness
of any other Person (other than by endorsements of instruments in the course of collection), or
guarantees the payment of dividends or other distributions upon the Capital Securities of any other
Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any
limitation with respect thereto) be deemed to be the outstanding principal amount of the debt,
obligation or other liability guaranteed thereby.




          “Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as
of December 10, 2009, among HBI, the lenders from time to time party thereto, the administrative
agent party thereto, the collateral agent party thereto and the other agents party thereto, as in
effect on the date hereof.







 









 








          “Credit Extension” means, as the context may require,




               (a) the making of a Loan by a Lender; or



               (b) the issuance of any Letter of Credit, any amendment to or modification of any Letter of
Credit that increases the face amount thereof, or the extension of any Stated Expiry Date of any
existing Letter of Credit, by an Issuer.



          “Disposition” (or similar words such as “Dispose”) means any sale, transfer,
lease (as lessor), contribution or other conveyance (including by way of merger) of, or the
granting of options, warrants or other rights to, any of HBI’s or its Subsidiaries’ assets
(including accounts receivable and Capital Securities of Subsidiaries) to any other Person in a
single transaction or series of transactions other than (i) to another Obligor, (ii) by a Foreign
Subsidiary to any other Foreign Subsidiary, (iii) by a Receivables Subsidiary to any other Person
or (iv) customary derivatives issued in connection with the issuance of convertible debt.




          “Dollar” and the sign “$” mean lawful money of the United States.




          “EBITDA” means, for any applicable period, the sum of









	 	(a)	 	Net Income, plus






	 	(b)	 	to the extent deducted in determining Net Income, the sum of (i) amounts
attributable to amortization (including amortization of goodwill and other
intangible assets), (ii) federal, state, local and foreign income withholding,
franchise, state single business unitary and similar Tax expense, (iii) Interest
Expense, (iv) depreciation of assets, (v) all non-cash charges, including all
non-cash charges associated with announced restructurings, whether announced
previously or in the future (such non-cash restructuring charges being
“Non-Cash Restructuring Charges”), (vi) net cash charges associated with
or related to any contemplated restructurings (such cost restructuring charges
being “Cash Restructuring Charges”) in an aggregate amount not to exceed
$120,000,000 since September 5, 2006, (vii) all amounts in respect of
extraordinary losses, (viii) non-cash compensation expense, or other non-cash
expenses or charges, arising from the sale of stock, the granting of stock
options, the granting of stock appreciation rights and similar arrangements
(including any repricing, amendment, modification, substitution or change of any
such stock, stock option, stock appreciation rights or similar arrangements),
(ix) any financial advisory fees, accounting fees, legal fees and other similar
advisory and consulting fees, cash charges in respect of strategic market
reviews, management bonuses and early retirement of Indebtedness, and related
out-of-pocket expenses incurred by HBI or any of its Subsidiaries as a result of
the Transaction, including fees and expenses in connection with the issuance,
redemption or exchange of the 2016 Senior Notes, all determined in accordance
with GAAP, (x) non-cash or unrealized losses on agreements with respect to
Hedging Obligations and (xi) to the extent non-recurring and not capitalized, any
financial advisory fees, accounting fees, legal fees and similar advisory and
consulting fees and related costs and expenses of HBI and its Subsidiaries




ii









 






	 	 	 	incurred as a result of Permitted Acquisitions, Investments, Restricted Payments,
Dispositions permitted under the Credit Agreement and the issuance of Capital
Securities or Indebtedness permitted under the Credit Agreement, all determined in
accordance with GAAP and in each case eliminating any increase or decrease in
income resulting from non-cash accounting adjustments made in connection with the
related Permitted Acquisition or Dispositions, (xii) losses on agreements
with respect to Hedging Obligations and any related tax losses and any costs,
fees, and expenses related to the termination thereof, in each case incurred in
connection with or as a result of the Transaction, (xiii) to the extent the
related loss is not added back pursuant to clause (c), all proceeds of
business interruption insurance policies, (xiv) expenses incurred by HBI or any
Subsidiary to the extent reimbursed in cash by a third party, and (xv)
extraordinary, unusual or non-recurring cash charges not to exceed $10,000,000 in
any Fiscal Year, minus
	 
	 	(c)	 	to the extent included in determining such Net Income, the sum of (i)
all amounts in respect of extraordinary gains, (ii) non-cash gains on agreements
with respect to Hedging Obligations, (iii) reversals (in whole or in part) of any
restructuring charges previously treated as Non-Cash Restructuring Charges in any
prior period, (iv) gains on agreements with respect to Hedging Obligations
and any related tax gains, in each case incurred in connection with or as a
result of the Transaction and (v) non-cash items increasing such Net Income
for such period, other than (A) the accrual of revenue consistent with past
practice and (B) the reversal in such period of an accrual of, or cash reserve
for, cash expenses in a prior period, to the extent such accrual or reserve did
not increase EBITDA in a prior period.





          “EMU” means Economic and Monetary Union as contemplated in the Treaty on European
Union.




          “EMU Legislation” means legislative measures of the European Council (including
European Council regulations) for the introduction of, changeover to or operation of a single or
unified European currency (whether known as the Euro or otherwise), being in part the
implementation of the third stage of EMU.




          “Euros” means the single currency of Participating Member States of the European
Union.




          “Fiscal Quarter” means a quarter ending on the Saturday nearest to the last day of
March, June, September or December.




          “Fiscal Year” means any period of fifty-two or fifty-three consecutive calendar weeks
ending on the Saturday nearest to December 31; references to a Fiscal Year with a number
corresponding to any calendar year (e.g., the “2009 Fiscal Year”) refer to the Fiscal Year
ending on the Saturday nearest to December 31 of such calendar year.




          “Foreign Subsidiary” means any Subsidiary that is not a U.S. Subsidiary or a
Receivables Subsidiary.







iii









 








          “GAAP” has the meaning set forth in the Credit Agreement.




          “Governmental Authority” means the government of the United States, any other nation
or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government.




          “HBI” means Hanesbrands Inc., a Maryland corporation.




          “Hedging Obligations” means, with respect to any Person, all liabilities of such
Person under foreign exchange contracts, commodity hedging agreements, currency exchange
agreements, interest rate swap agreements, interest rate cap agreements and interest rate collar
agreements, and all other agreements or arrangements designed to protect such Person against
fluctuations in interest rates, currency exchange rates or commodity prices.




          “Indebtedness” of any Person means, (i) all obligations of such Person for borrowed
money or advances and all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, (ii) all monetary obligations, contingent or otherwise, relative to the face
amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the
account of such Person, (iii) all Capitalized Lease Liabilities of such Person, (iv) for purposes
of Section 8.1.5 of the Credit Agreement only, net Hedging Obligations of such Person, (v) whether
or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay
the deferred purchase price of property or services (excluding trade accounts payable and accrued
expenses in the ordinary course of business which are not overdue for a period of more than 90 days
or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in
conformity with GAAP have been established on the books of such Person), (vi) indebtedness secured
by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to
be secured by) a Lien on property owned or being acquired by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse (provided that in the
event such indebtedness is limited in recourse solely to the property subject to such Lien, for the
purposes of this Exhibit the amount of such indebtedness shall not exceed the greater of the book
value or the fair market value (as determined in good faith by HBI’s board of directors) of the
property subject to such Lien), (vii) monetary obligations arising under Synthetic Leases, (viii)
the full outstanding balance of trade receivables, notes or other instruments sold with full
recourse (and the portion thereof subject to potential recourse, if sold with limited recourse),
other than in any such case any thereof sold solely for purposes of collection of delinquent
accounts and other than in connection with any Permitted Securitization or any Permitted Factoring
Facility, (ix) all obligations (other than intercompany obligations) of such Person pursuant to any
Permitted Securitization (other than Standard Securitization Undertakings) or any Permitted
Factoring Facility, and (x) all Contingent Liabilities of such Person in respect of any of the
foregoing. The Indebtedness of any Person shall include the Indebtedness of any other Person
(including any partnership in which such Person is a general partner) to the extent such Person is
liable therefore as a result of such Person’s ownership interest in or other relationship with such
Person, except to the extent the terms of such Indebtedness provide that such Person is not liable
therefore.







iv









 








          “Interest Coverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio
computed for the period consisting of such Fiscal Quarter and each of the three immediately
preceding Fiscal Quarters of:





	 	(a)	 	EBITDA (for all such Fiscal Quarters)





to





	 	(b)	 	the sum (for all such Fiscal Quarters) of Interest Expense.





          “Interest Expense” means, for any applicable period, the aggregate interest expense
(both, without duplication, when accrued or paid and net of interest income paid during such period
to HBI and its Subsidiaries) of HBI and its Subsidiaries for such applicable period, including the
portion of any payments made in respect of Capitalized Lease Liabilities allocable to interest
expense; provided that the term “Interest Expense” shall not include any interest expense
attributable to a Permitted Factoring Facility.




          “Investment” means, relative to any Person, (i) any loan, advance or extension of
credit made by such Person to any other Person, including the purchase by such Person of any bonds,
notes, debentures or other debt securities of any other Person, and (ii) any Capital Securities
held by such Person in any other Person. The amount of any Investment shall be the original
principal or capital amount thereof less all returns of principal or equity thereon and shall, if
made by the transfer or exchange of property other than cash, be deemed to have been made in an
original principal or capital amount equal to the fair market value of such property at the time of
such Investment.




          “Issuer” has the meaning set forth in the Credit Agreement.




          “Lenders” means the various financial institutions and other Persons from time to time
party to the Credit Agreement.




          “Letter of Credit” has the meaning set forth in the Credit Agreement.




          “Letter of Credit Outstandings” means, on any date, an amount equal to the sum of (i)
the then aggregate amount which is undrawn and available under all issued and outstanding Letters
of Credit, and (ii) the then aggregate amount of all unpaid and outstanding Reimbursement
Obligations.




          “Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of





	 	(a)	 	Total Debt outstanding on the last day of such Fiscal Quarter





to





	 	(b)	 	EBITDA computed for the period consisting of such Fiscal Quarter and each of the
three immediately preceding Fiscal Quarters.





          “Lien” means any security interest, mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in
property, or other priority or preferential arrangement of any kind or nature whatsoever.







v









 








          “Loan Documents” has the meaning set forth in the Credit Agreement.




          “Loans” has the meaning set forth in the Credit Agreement.




          “Net Income” means, for any period, the aggregate of all amounts which would be
included as net income on the consolidated financial statements of HBI and its Subsidiaries for
such period.




          “Non-Cash Restructuring Charges” is defined in the definition of “EBITDA”.




          “Obligor” has the meaning set forth in the Credit Agreement.




          “Open Account Paying Agreement” has the meaning set forth in the Credit Agreement.




          “Participating Member State” means each country so described in any EMU Legislation.




          “Permitted Acquisition” has the meaning set forth in the Credit Agreement.




          “Permitted Factoring Facility” has the meaning set forth in the Credit Agreement.




          “Permitted Securitization” has the meaning set forth in the Credit Agreement.




          “Person” means any natural person, corporation, limited liability company,
partnership, joint venture, association, trust or unincorporated organization, Governmental
Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.




          “Receivable” shall mean a right to receive payment arising from a sale or lease of
goods or the performance of services by a Person pursuant to an arrangement with another Person
pursuant to which such other Person is obligated to pay for goods or services under terms that
permit the purchase of such goods and services on credit and shall include, in any event, any items
of property that would be classified as an “account,” “chattel paper,” “payment intangible” or
“instrument” under the UCC and any supporting obligations.




          “Receivables Subsidiary” has the meaning set forth in the Credit Agreement.




          “Reimbursement Obligation” has the meaning set forth in the Credit Agreement.




          “Restatement Effective Date” means December 10, 2009.




          “Restricted Payment” means (i) the declaration or payment of any dividend (other than
dividends payable solely in Capital Securities of HBI or any Subsidiary (excluding a Receivables
Subsidiary)) on, or the making of any payment or distribution on account of, or setting apart
assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement
or other acquisition of, any class of Capital Securities of






vi









 







HBI or any warrants, options or other right or obligation to purchase or acquire any such
Capital Securities, whether now or hereafter outstanding, or (ii) the making of any other
distribution in respect of such Capital Securities, in each case either directly or indirectly,
whether in cash, property or obligations of HBI or any Subsidiary or otherwise; provided,
however, that any conversion feature of convertible debt shall not be considered a
“Restricted Payment”.




          “Standard Securitization Undertakings” shall mean representations, warranties,
covenants and indemnities entered into by HBI or any Subsidiary which are reasonably customary in a
securitization of Receivables.




          “Stated Expiry Date” has the meaning set forth in the Credit Agreement.




          “Subsidiary” means, with respect to any Person, any other Person of which more than
50% of the outstanding Voting Securities of such other Person (irrespective of whether at the time
Capital Securities of any other class or classes of such other Person shall or might have voting
power upon the occurrence of any contingency) is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more other Subsidiaries of such Person, or by
one or more other Subsidiaries of such Person. Unless the context otherwise specifically requires,
the term “Subsidiary” shall be a reference to a Subsidiary of HBI (other than a Receivables
Subsidiary).




          “Synthetic Lease” means, as applied to any Person, any lease (including leases that
may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (i)
that is not a capital lease in accordance with GAAP and (ii) in respect of which the lessee retains
or obtains ownership of the property so leased for federal income tax purposes, other than any such
lease under which that Person is the lessor.




          “Taxes” means all income, stamp or other taxes, duties, levies, imposts, charges,
assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, and all interest, penalties or similar
liabilities with respect thereto.




          “Total Debt” means, on any date, the outstanding principal amount of all Indebtedness
of HBI and its Subsidiaries of the type referred to in clause (i) of the definition of
“Indebtedness”, clause (ii) of the definition of “Indebtedness”, clause (iii) of
the definition of “Indebtedness”, clause (vii) of the definition of “Indebtedness” and
clause (ix) of the definition of “Indebtedness”, in each case exclusive of (a) intercompany
Indebtedness between HBI and its Subsidiaries, (b) any Contingent Liability in respect of any of
the foregoing, (c) any Permitted Factoring Facility, (d) any Commercial Letter of Credit, (e) any
Letter of Credit or other credit support relating to the termination of agreements with respect to
Hedging Obligations, in each case under this clause (e), incurred in connection with or as a result
of the Transaction and (f) any Open Account Paying Agreements.




          “Transaction” has the meaning set forth in the Credit Agreement.




          “Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by
the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht, the Kingdom
of Netherlands, on February 1, 1992 and came into force on November 1, 1993), as amended from time
to time.







vii









 








          “UCC” has the meaning set forth in the Credit Agreement.




          “United States” or “U.S.” means the United States of America, its fifty states
and the District of Columbia.




          “U.S. Subsidiary” means any Subsidiary (other than a Receivables Subsidiary) that is
incorporated or organized under the laws of the United States.




          “Voting Securities” means, with respect to any Person, Capital Securities of any class
or kind ordinarily having the power to vote for the election of directors, managers or other voting
members of the governing body of such Person.





viii