HBI-2013.09.28-EX4.5




NINTH SUPPLEMENTAL INDENTURE
NINTH SUPPLEMENTAL INDENTURE (the “Ninth Supplemental Indenture”), dated as of October 8, 2013, among Maidenform Brands, Inc.; Maidenform, Inc.; Maidenform International, Ltd.; Elizabeth Needle-Craft, Inc.; MF Retail, Inc.; Nicholas Needlecraft, Inc.; Maidenform (Bangladesh) Limited; Crescent Industries, Inc.; and Maidenform (Indonesia) Limited (together, the “Guaranteeing Subsidiaries”), subsidiaries 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 the indenture, dated as of August 1, 2008 (the “Base Indenture”), among Hanesbrands Inc. (the “Company”), the Subsidiary Guarantors party thereto and the Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of December 10, 2009 (the “First Supplemental Indenture”), among the Company, the Subsidiary Guarantors and the Trustee, as amended and further supplemented by the Second Supplemental Indenture, dated as of August 13, 2010 (the “Second Supplemental Indenture”), as further supplemented by the Third Supplemental Indenture, dated as of November 10, 2010 (the “Third Supplemental Indenture”), as further supplemented by the Fifth Supplemental Indenture, dated as of July 1, 2013 (the “Fifth Supplemental Indenture”), as further supplemented by the Seventh Supplemental Indenture, dated as of September 11, 2013 (the “Seventh Supplemental Indenture”) and, the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fifth Supplemental Indenture and the Seventh Supplemental Indenture is referred to herein as the “Indenture”) providing for the issuance of the Company’s 8.000% Senior Notes due 2016 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries 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 First Supplemental Indenture, the Trustee is authorized to execute and deliver this Ninth Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries 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.  The Guaranteeing Subsidiaries hereby agree 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 of the First Supplemental Indenture.
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 NINTH 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 Ninth 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 Ninth 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.



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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
	
		
	 
	MAIDENFORM BRANDS, INC. 
MAIDENFORM, INC. 
MAIDENFORM INTERNATIONAL, LTD. 
ELIZABETH NEEDLE-CRAFT, INC. 
MF RETAIL, INC. 
NICHOLAS NEEDLECRAFT, INC. 
MAIDENFORM (BANGLADESH) LIMITED 
CRESCENT INDUSTRIES, INC. 
MAIDENFORM (INDONESIA) LIMITED 
 
By:  /s/ Donald F. Cook  
   Name: Donald F. Cook  
   Title: Treasurer



	 
	HANESBRANDS INC. 
 
By:  /s/ Donald F. Cook   
   Name: Donald F. Cook 
   Title: Treasurer









Signature Page to Ninth Supplemental Indenture








	
		
	 
	On behalf of each of the Guarantors listed below: 
 
BA INTERNATIONAL, L.L.C. 
CARIBESOCK, INC. 
CARIBETEX, INC. 
CASA INTERNATIONAL, LLC 
CC PRODUCTS, INC. 
CEIBENA DEL, INC. 
EVENT 1, INC. 
GEARCO, INC. 
GFSI INC. 
GFSI HOLDINGS, 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. 
PLAYTEX DORADO, LLC 
PLAYTEX INDUSTRIES, INC. 
SEAMLESS TEXTILES, LLC 
UPCR, INC. 
UPEL, INC. 
HANESBRANDS EXPORT CANADA LLC 
 
By:  /s/ Donald F. Cook  
   Name: Donald F. Cook 
   Title: Treasurer









Signature Page to Ninth Supplemental Indenture








	
		
	 
	BRANCH BANKING AND TRUST COMPANY  
as Trustee 
 
By: /s/ Gregory Yanok  
   Name: Gregory Yanok 
   Title: Vice President







Signature Page to Ninth Supplemental Indenture