Exhibit 10.1


 


 


SIXTH AMENDMENT AND MODIFICATION AGREEMENT


 


 


THIS SIXTH AMENDMENT
AND MODIFICATION AGREEMENT (hereinafter referred to as this “Sixth Amendment”) is made this 28th
day of March, 2012, by and among


 


MAIDENFORM, INC.,
a corporation duly organized, validly existing and in good standing under the laws of the State of New York, having its principal
office located at 485 U.S. Highway 1 South, Iselin, New Jersey 08830 (hereinafter referred to as the “Borrower”),


 


AND


 


MAIDENFORM BRANDS,
INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having its
principal office located at 485 U.S. Highway 1 South, Iselin, New Jersey 08830 (hereinafter referred to as “Holdings”),


 


AND


 


MAIDENFORM INTERNATIONAL,
LTD., a corporation duly organized, validly existing and in good standing under the laws of the State of New York having its
principal office located at 485 U.S. Highway 1 South, Iselin, New Jersey 08830 (hereinafter referred to as “International”),


 


AND


 


MF RETAIL, INC.,
a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having its principal
office located at 485 U.S. Highway 1 South, Iselin, New Jersey 08830 (hereinafter referred to as “Retail”),


 


AND


 


ELIZABETH NEEDLE
CRAFT, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of New York having
its principal office located at 485 U.S. Highway 1 South, Iselin, New Jersey 08830 (hereinafter referred to as “Elizabeth
Needle Craft”),


 


AND


 


NICHOLAS NEEDLECRAFT,
INC., a corporation duly organized, validly existing and in good standing under the laws of the State of New York having its
principal office located at 485 U.S. Highway 1 South, Iselin, New Jersey 08830 (hereinafter referred to as “Nicholas Needlecraft”),


 


AND


 


CRESCENT INDUSTRIES,
INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having its
principal office located at 485 U.S. Highway 1 South, Iselin, New Jersey 08830 (hereinafter referred to as “Crescent”),


 


AND


 



    	 



    	 



    



 


MAIDENFORM (INDONESIA)
LIMITED, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having
its principal office located at 485 U.S. Highway 1 South, Iselin, New Jersey 08830 (hereinafter referred to as “Indonesia”),


 


AND


 


MAIDENFORM (BANGLADESH)
LIMITED, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having
its principal office located at 485 U.S. Highway 1 South, Iselin, New Jersey 08830 (hereinafter referred to as “Bangladesh”,
and hereinafter Holdings, International, Retail, Elizabeth Needle Craft, Nicholas Needlecraft, Crescent, Indonesia, and Bangladesh
shall be collectively referred to as the “Guarantors”),


 


AND


 





BANK OF AMERICA,
N.A., a national banking association duly organized and validly existing under the laws of the United States of America, having
an office located at 750 Walnut Avenue, Cranford, New Jersey 07016, in its capacity as a Lender, the letter of credit issuer and
the swing line lender (hereinafter referred to as “Bank of America”),


 





AND


 





CAISSE DE DÉPÔT
ET PLACEMENT DU QUÉBEC, a financial institution having an office located at 1000 place Jean-Paul-Riopelle, Montreal,
Quebec H2Z 2B3, in its capacity as a Lender (hereinafter referred to as “CDP”),


 


AND


 


WELLS FARGO BANK,
N.A., a national banking association duly organized and validly existing under the laws of the United States of America, having
an office located at 120 Mountain View Road, Basking Ridge, New Jersey 07920, in its capacity as a Lender (hereinafter referred
to as “Wells Fargo”, and hereinafter Bank of America, CDP, and Wells Fargo shall be collectively referred to
as the “Lenders”),


 





AND


 





BANK OF AMERICA,
N.A., a national banking association duly organized and validly existing under the laws of the United States of America, having
an office located at 750 Walnut Avenue, Cranford, New Jersey 07016, in its capacity as administrative agent for the Lenders (hereinafter
referred to as the “Administrative Agent”).


 


WITNESSETH:


 


WHEREAS, pursuant
to the terms, conditions, and provisions of that certain Credit Agreement dated June 15, 2007, executed by and among the Borrower,
Holdings, Bank of America and CDP, as lenders (hereinafter collectively referred to as the “Original Lenders”),
and the Administrative Agent (hereinafter, as said Credit Agreement has been previously amended and modified, referred to as the
“Credit Agreement”), Bank of America and CDP made available to the Borrower (i) a term loan facility in the
original aggregate principal amount of $100,000,000.00 (hereinafter, as said term loan has been previously amended and modified,
referred to as the “Term Loan Facility”) and (ii) a revolving credit loan facility in the maximum aggregate
principal amount of up to $50,000,000.00 (hereinafter, as said revolving credit loan facility has been previously amended and modified,
referred to as the “Revolving Credit Loan Facility”, and hereinafter the Term Loan Facility and the Revolving
Credit Loan Facility shall be collectively referred to as the “Loan Facilities”); and






    	 



    	 



    
 


 


WHEREAS, Bank
of America’s “Revolving Loan Commitment” (as such term is defined in the Credit Agreement) under the Revolving
Credit Loan Facility is evidenced by that certain Revolving Note dated June 15, 2007, executed by the Borrower, as maker, in favor
of Bank of America, as payee, in the maximum principal amount of up to $25,000,000.00 (hereinafter referred to as the “Original
Revolving Credit Loan Note #1”); and


 


WHEREAS, CDP’s
“Revolving Loan Commitment” (as such term is defined in the Credit Agreement) under the Revolving Credit Loan Facility
is evidenced by that certain Revolving Note dated June 15, 2007, executed by the Borrower, as maker, in favor of CDP, as payee,
in the maximum principal amount of up to $25,000,000.00 (hereinafter referred to as the “Original Revolving Credit Loan
Note #2”); and


 


WHEREAS, pursuant
to the terms, conditions, and provisions of that certain Guaranty dated as of June 15, 2007 executed by Holdings, International,
Retail, Elizabeth Needle Craft, Nicholas Needlecraft, Crescent, Indonesia, Maidenform Online, Inc., a Delaware corporation (hereinafter
referred to as “Online”), and NCC Industries, Inc., a New York corporation (hereinafter referred to as “NCC
Industries”, and hereinafter Holdings, International, Retail, Elizabeth Needle Craft, Nicholas Needlecraft, Crescent,
Indonesia, Online, and NCC Industries shall be collectively referred to as the “Original Guarantors”), on
a joint and several basis, in favor of the Administrative Agent (hereinafter, as said Guaranty has been previously amended
and modified, referred to as the “Guaranty”), the Original Guarantors guarantied the payment and performance
of all of the obligations of the Borrower owed to the Administrative Agent and the Original Lenders under the Credit Agreement
and the other “Loan Documents” (as such term is defined in the Credit Agreement); and


 


WHEREAS, pursuant
to the terms, conditions, and provisions of that certain Security Agreement dated as of June 15, 2007 executed by the Original
Guarantors in favor of the Administrative Agent and the Lenders (hereinafter, as said Security Agreement has been previously amended
and modified, referred to as the “Security Agreement”), the Original Guarantors granted to the Administrative
Agent a security interest in and to certain “Collateral” (as such term is defined in the Security Agreement) as collateral
security for their respective obligations under the Guaranty; and


 


WHEREAS, on
(i) September 27, 2007, NCC Industries was merged with and into the Borrower, with the Borrower being the surviving entity and
(ii) April 28, 2010, Online was merged with and into the Borrower, with the Borrower being the surviving entity; and


 


WHEREAS, in
connection with the execution and delivery of this Sixth Amendment, CDP has executed and delivered (i) to Bank of America that
certain Assignment and Assumption Agreement dated of even date herewith (hereinafter referred to as the “BOA Assignment”),
pursuant to which CDP has sold, assigned, transferred and set over to Bank of America a portion of its Revolving Loan Commitment
in the principal amount of $5,000,000.00 and (ii) to Wells Fargo that certain Assignment and Assumption Agreement dated of even
date herewith (hereinafter referred to as the “Wells Fargo Assignment”), pursuant to which CDP has sold, assigned,
transferred and set over to Wells Fargo the remaining portion of its Revolving Loan Commitment in the principal amount of $20,000,000.00;
and


 


WHEREAS, Bank
of America’s Revolving Loan Commitment under the Revolving Credit Loan Facility, after giving effect to the BOA Assignment,
is evidenced by that certain First Substitute Revolving Note #1 dated of even date herewith, executed by the Borrower, as maker,
in favor of Bank of America, as payee, in the maximum principal amount of up to $30,000,000.00 (hereinafter referred to as the
“Revolving Credit Loan Note #1”), which Revolving Credit Loan Note #1 replaces the Original Revolving Credit
Loan Note #1 in its entirety; and


 


WHEREAS, Wells
Fargo’s Revolving Loan Commitment under the Revolving Credit Loan Facility, as a result of the Wells Fargo Assignment, is
evidenced by that certain First Substitute Revolving Note #2 dated of even date herewith, executed by the Borrower, as maker, in
favor of Wells Fargo, as payee, in the maximum principal amount of up to $20,000,000.00 (hereinafter referred to as the “Revolving
Credit Loan Note #2”, and hereinafter the Revolving Credit Loan Note #1 and the Revolving Credit Loan Note #2 shall be
collectively referred to as the “Revolving Credit Loan Notes”), which Revolving Credit Loan Note #2 replaces
the Original Revolving Credit Loan Note #2 in its entirety; and






    	 



    	 



    
 


 


WHEREAS, in
connection with the execution and delivery of this Sixth Amendment, Bangladesh has executed and delivered (i) that certain Counterpart
for Additional Guarantor dated of even date herewith (hereinafter referred to as the “Guaranty Counterpart”),
pursuant to which Bangladesh has joined with the other Original Guarantors (hereinafter Bangladesh and the Original Guarantors
shall be collectively referred to as the “Guarantors”) as a party to the Guaranty, and (ii) that certain Counterpart
for Additional Grantor dated of even date herewith (hereinafter referred to as the “Security Agreement Counterpart”),
pursuant to which Bangladesh has joined with the other Original Guarantors as a party to the Security Agreement; and


 


WHEREAS, the
parties hereto have agreed to further amend and modify the terms, conditions, and provisions of the Credit Agreement and the other
Loan Documents for the purposes more fully set forth and described herein; and


 


WHEREAS, defined
terms used but not expressly defined herein shall have the same meanings when used herein as set forth in the Credit Agreement.


 


NOW, THEREFORE,
intending to be legally bound hereby, the parties hereto hereby promise, covenant, and agree as follows:


 


1.        Accuracy of Recitals.
The Borrower and the Guarantors hereby represent and warrant to the Administrative Agent and the Lenders that all of the recitals
contained in this Sixth Amendment are true, correct and accurate.


 


2.        Amounts Outstanding.
As of March 28, 2012, there was outstanding under (i) the Revolving Credit Loan Facility, the principal sum of $-0- in Revolving
Loans, and Letters of Credit as set forth and described on Schedule “A” attached hereto and made a part hereof,
and (ii) the Term Loan Facility, the principal sum of $69,050,000.00, in each case together with unpaid accrued interest and fees,
without offset, defense, or counterclaim, all of which are hereby expressly waived by the Borrower and the Guarantors.


 


3.        Credit Agreement.
The Credit Agreement is hereby further amended and modified as follows:


 


(i)        Section 1.1 of the Credit
Agreement is hereby amended and modified by deleting the existing definition of “Revolving Loan Commitment Termination Date”
and inserting the following new definition of “Revolving Loan Commitment Termination Date” in its place and stead:


 


““Revolving Loan
Commitment Termination Date” means June 15, 2014.”


 


(ii)        Section 1.1 of the Credit
Agreement is hereby amended and modified by deleting the existing definition of “Consolidated Total Debt” and inserting
the following new definition of “Consolidated Total Debt” in its place and stead:


 


““Consolidated Total
Debt” means:





 


		(i)	only for the purposes of calculating the Consolidated Leverage Ratio when used in determining the
LIBOR Margin and the Base Rate Margin for Term Loans, without duplication, as at any date of determination, the sum of (a) the
aggregate stated balance sheet amount of all Indebtedness of Holdings and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP, plus (b) the Commercial Letter of Credit Usage plus (c) the excess of Standby Letter
of Credit Usage over $4,000,000.00, minus (d) without duplication, the fair market value of unrestricted and unencumbered
cash, Cash Equivalents and marketable securities of Holdings and its Subsidiaries as shown on said balance sheet; and







    	 



    	 



    
 


 


		(ii)	for all other purposes, without duplication, as at any date of determination, the sum of (a) the
aggregate stated balance sheet amount of all Indebtedness of Holdings and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP, plus (b) the Commercial Letter of Credit Usage plus (c) the Standby Letter of Credit
Usage.”



 










(iii)        Section 1.1 of the
Credit Agreement is hereby amended and modified by deleting the existing definition of “Obligations” and inserting
the following new definition of “Obligations” in its place and stead:


 


““Obligations”
means (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any
Loan Document, any Lender Swap Agreement, or otherwise with respect to any Loan, Letter of Credit, or Lender Swap Agreement, including,
without limitation, all principal, interest, reimbursements for amounts drawn under Letters of Credit, fees, costs, expenses, and
indemnification amounts, (ii) for (a) all purposes under any of the Collateral Documents, (b) the purposes of the definitions of
“Collateral”, “Collateral Documents”, and “Permitted Encumbrances” hereunder, and (c) the purposes
of Sections 2.4D, 7.1(i), 10.2, 10.4, and 10.11 hereunder, all obligations arising under Secured Cash Management Agreements,
and (iii) all costs and expenses incurred in connection with enforcement and collection of any of the foregoing, including,
without limitation, the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired
by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims
in such proceeding.”


 


(iv)        The following new definitions
are hereby added to Section 1.1 of the Credit Agreement:


 


“Cash Management Agreement”
means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit
accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer,
automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation
and reporting and trade finance services, including, without limitation, foreign exchange, supply chain finance and discounting
of trade payables, and other cash management services.


 


“Cash Management Bank”
means any Person in its capacity as a party to a Cash Management Agreement that, (i) at the time it enters into a Cash Management
Agreement with a Loan Party, is a Lender or an Affiliate of a Lender, or (ii) at the time it (or its Affiliate) becomes a
Lender, is a party to a Cash Management Agreement with a Loan Party, in each case in its capacity as a party to such Cash Management
Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided,
however, that for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of
determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate
of the Administrative Agent) must have delivered to the Administrative Agent written notice of said Cash Management Bank’s
entry into a Cash Management Agreement prior to such date of determination.






    	 



    	 



    
 


 


“L/C Expiration Date”
means the day that is 30 days prior to the Revolving Loan Commitment Termination Date (or, if such day is not a Business Day, the
next preceding Business Day).


 


“Secured Cash Management
Agreement” means any Cash Management Agreement between any Loan Party and any of its Subsidiaries and any Cash Management
Bank.


 


(v)        Section 2.4 D. of the
Credit Agreement is hereby amended and modified by deleting the existing clause (iv) contained therein and inserting the
following new clause (iv) in its place and stead:


 


“(iv)        fourth,
to the payment of all other Obligations, including Obligations of Loan Parties under (a) any Lender Swap Agreements in excess of
those described in subsection 2.4D(iii) above, and (b) any Secured Cash Management Agreements, in either case for the ratable
benefit of the holders thereof (subject in all cases to the provisions of subsection 2.4C(ii) above); and”


 


(vi)        Section 3.1 A. of the
Credit Agreement is hereby amended and modified by adding the following sentence at the end of Section 3.1 A.(iii) of the
Credit Agreement:


 


“Notwithstanding the foregoing
or any other term, condition, or provision of this Agreement to the contrary, the Issuing Lender shall be permitted to issue or
renew Standby Letters of Credit with an expiry date which exceeds the L/C Expiration Date by a period of up to one year if either
(x) the Borrower Cash Collateralizes said Standby Letter(s) of Credit, or (y) the Requisite Class Lenders for Lenders holding Revolving
Loan Exposure shall have approved such issuance or renewal in writing.”


 


(vii)        Section 7.5 of the
Credit Agreement is hereby amended and modified by deleting the existing reference contained in Section 7.5(ii)(b) of the
Credit Agreement to a maximum Consolidated Leverage Ratio not to exceed “3.5 -to- 1.0” and inserting a new reference
to a reduced maximum Consolidated Leverage Ratio not to exceed “3.25 -to- 1.0” in its place and stead.


 


(viii)        Section 7.6 B. of
the Credit Agreement is hereby amended and modified by deleting the existing reference contained therein to a maximum permitted
Consolidated Leverage Ratio of “4.0 -to- 1.0” and inserting a new reference to a reduced maximum permitted Consolidated
Leverage Ratio of “3.25 -to- 1.0” in its place and stead.


 


(ix)        Section 10.6 of the
Credit Agreement is hereby amended and modified by deleting the existing introductory provision of said Section 10.6 in
its entirety and inserting the following new introductory provision in its place and stead:


 


“No amendment, modification,
termination or waiver of any provision of this Agreement, the Notes or any of the other Loan Documents,
and no consent to any departure by Company or Holdings therefrom, shall in any event be effective without the written concurrence
of the Requisite Lenders; provided that (I) the waiver of any condition set forth in Section 4.2 as to any Revolving
Loans shall not require the written concurrence of the Requisite Lenders but shall, instead, require the written concurrence of
the Requisite Class Lenders for Lenders holding Revolving Loan Exposure and (II) no such amendment, modification, termination,
waiver or consent shall, without the consent of:”


 


(x)        The existing Schedule 2.2
of the Credit Agreement is hereby deleted in its entirety, and the new Schedule 2.2 which is attached to this Sixth Amendment
as Exhibit “A” is hereby inserted in its place and stead.






    	 



    	 



    
 


 


(xi)        Any and all references in the
Credit Agreement to “Ares” or to “Ares Corporate Opportunities Fund, L.P.” and its Affiliates, including,
without limitation, the definition of “Ares”, the references to “Ares or its Affiliates” in the definition
of “Change in Control”, and the references to Ares and its Affiliates as Eligible Assignees, are hereby deleted in
their entirety and are, as of the date hereof, no longer of any force or effect.


 


4.        North
Carolina Property No Longer Secures Revolving Credit Loan Facility. Notwithstanding
any term, condition, or provision of the Credit Agreement, any Mortgage (including, without limitation, that certain Deed of Trust,
Security Agreement, Assignment of Rents and Leases and Fixture Filing (North Carolina) dated June 15, 2007 and recorded on June
18, 2007 in Book 7819, Page 0069 in the Office of the Register of Deeds of Cumberland County, North Carolina (hereinafter referred
to as the “North Carolina Deed of Trust”)), or any other Loan Document to the contrary, the parties hereto
acknowledge and agree that that certain real property located at 800 Technology Drive, Fayetteville, North Carolina shall hereafter
no longer secure the Borrower’s obligations under the Revolving Credit Loan Facility. It is expressly understood and agreed,
however, that the foregoing shall not be deemed to amend, modify, reduce, or in any other way limit the terms of any Loan Document
except as expressly set forth in this Paragraph 6, and the parties further acknowledge and agree that any “Obligations”
(as such term is defined in the North Carolina Deed of Trust) other than those relating to the Revolving Credit Loan Facility
shall continue to be secured by the North Carolina Deed of Trust in accordance with its terms.


 


5.        Amendments
to all Loan Documents. Any and all references in any Loan Document to the Credit Agreement and/or any of the other Loan
Documents shall be deemed to refer to the Credit Agreement or such other Loan Document, as amended and modified through this Sixth
Amendment.


 


6.        Further Agreements and
Representations. The Borrower and the Guarantors do hereby: (i) ratify, confirm and acknowledge that, as amended and modified
by this Sixth Amendment, the Credit Agreement, the Notes, the Guaranty, the Security Agreement, and all other Loan Documents continue
to be valid, binding and in full force and effect; (ii) acknowledge and agree that, as of the date hereof, none of the Borrower
or any of the Guarantors has any defense, set-off, counterclaim or challenge against the payment of any sums due and owing to the
Administrative Agent or any Lender or the enforcement of any of the terms of the Credit Agreement, the Guaranty, the Security Agreement,
and/or any of the other Loan Documents; (iii) acknowledge and agree that all representations and warranties of the Borrower and
the Guarantors contained in the Credit Agreement, the Guaranty, the Security Agreement, and the other Loan Documents are true,
accurate and correct in all material respects as of the date hereof as if made on and as of the date hereof, except to the extent
any such representation or warranty specifically relates to an earlier date or dates in which case such representation or warranty
remains true, accurate and correct in all material respects on and as of such date or dates, and that none of the corporate governing
documents of the Borrower or the Guarantors have been amended, modified, or supplemented in any manner prohibited by the Loan Documents
since the date of the execution and delivery of the Credit Agreement; and (iv) represent and warrant that the Borrower and the
Guarantors have taken all necessary action required by law and by their respective corporate governing documents to execute and
deliver this Sixth Amendment and that such execution and delivery constitutes the legal and validly binding action of such entities.


 


7.        No Novation. It
is the intention of the parties hereto that this Sixth Amendment shall not constitute a novation.






    	 



    	 



    
 


 


8.        Waiver, Release and Indemnification
by the Borrower and the Guarantors. To induce the Administrative Agent and the Lenders to enter into this Sixth Amendment,
the Borrower and the Guarantors, and any person or entity claiming by or through any or all of them, each waives and releases and
forever discharges the Administrative Agent and the Lenders and their respective officers, directors, shareholders, agents, parent
corporation, subsidiaries, affiliates, trustees, administrators, attorneys, predecessors, successors and assigns and the heirs,
executors, administrators, successors and assigns of any such person or entity, as releasees (hereinafter collectively referred
to as the “Releasees”) from any liability, damage (whether direct or indirect, consequential, special, exemplary,
or punitive), claim (including, without limitation, any claim for contribution or indemnity), loss or expense of any kind, in each
case whether now known or unknown, past or present, asserted or unasserted, contingent or liquidated, at law or in equity, that
it may have against any Releasee arising from the beginning of time to the date hereof arising out of or relating to the Loan Facilities.
The Borrower and the Guarantors each further agrees to indemnify and hold the Releasees harmless from any loss, damage, judgment,
liability or expense (including attorneys’ fees) suffered by or rendered against the Administrative Agent or any Lender on
account of any claims of third parties arising out of or relating to the Loan Facilities. The Borrower and the Guarantors each
further states that it has carefully read the foregoing release and indemnity, knows the contents thereof and grants the same as
its own free act and deed.


 


9.        Status of Parties.
The relationship between the Administrative Agent and the Lenders, on the one hand, and the Borrower, on the other hand, is solely
that of administrative agent and lenders, on the one hand, and borrower, on the other hand. Neither the Administrative Agent nor
any of the Lenders has any fiduciary relationship with or duty to the Borrower and none is created by the Loan Documents. Nothing
contained in the Loan Documents, and no action taken or omitted pursuant to the Loan Documents, is intended or shall be construed
to create any partnership, joint venture, or association between the Borrower, on the one hand, and the Administrative Agent and
the Lenders, on the other hand, or in any way make the Administrative Agent or any Lender a co-principal with the Borrower. In
no event shall the Administrative Agent’s or any Lender’s rights and interests under the Loan Documents be construed
to give the Administrative Agent or any Lender the right to control, or be deemed to indicate that the Administrative Agent or
any Lender is in control of, the business, properties, management or operations of the Borrower.


 


10.        Fees, Costs, Expenses
and Expenditures. The Borrower shall pay the Administrative Agent’s and the Lenders’ reasonable costs and expenses
in connection with this Sixth Amendment to the extent and in the manner provided in Section 10.2 of the Credit Agreement.


 


11.        No Waiver. Nothing
contained in this Sixth Amendment constitutes an agreement or obligation by the Administrative Agent or the Lenders to grant any
further amendments to any of the Loan Documents, as amended and modified hereby, and nothing contained herein constitutes a waiver
or release by the Administrative Agent or any Lender of any rights or remedies available to the Administrative Agent or any Lender
under the Loan Documents, as amended and modified hereby, at law or in equity.


 


12.        Inconsistencies.
To the extent of any inconsistency between the terms, conditions, and provisions of this Sixth Amendment and the terms, conditions,
and provisions of the Credit Agreement, the Notes, the Guaranty, the Security Agreement, and all other Loan Documents, the terms,
conditions, and provisions of this Sixth Amendment shall govern and control. All terms, conditions, and provisions of the Credit
Agreement, the Notes, the Guaranty, the Security Agreement, and all other Loan Documents not inconsistent herewith shall remain
in full force and effect and are hereby ratified and confirmed by each party hereto.


 


13.        Binding Effect; Governing
Law. This Sixth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and/or assigns. This Sixth Amendment shall be governed by and construed in accordance with the laws of the State of New York.


 


14.        WAIVER OF JURY TRIAL.
EACH OF THE PARTIES TO THIS SIXTH AMENDMENT HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SIXTH AMENDMENT OR ANY DEALINGS BETWEEN
THEM RELATING TO THE SUBJECT MATTER HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS SIXTH AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH
14.






    	 



    	 



    
 


 


15.        Headings. The
headings of the Articles, Sections, paragraphs and clauses of this Sixth Amendment are inserted for convenience only and shall
not be deemed to constitute a part of this Sixth Amendment.


 


16.        Counterparts.
This Sixth Amendment may be executed in any number of counterparts, each of which, when taken together, shall be deemed one and
the same instrument.


 


 


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IN WITNESS WHEREOF,
the Administrative Agent, the Lenders, the Borrower, and the Guarantors have duly executed and delivered this Sixth Amendment,
all as of the day and year first written above.


 


BORROWER:


 


	ATTEST:	 	MAIDENFORM, INC., a New York corporation
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Erica Finkelson	 	By:	/s/ Christopher Vieth	 
	 	Name: Erica Finkelson	 	Name: Christopher Vieth	 
	 	Title: Assistant General Counsel	 	Title: Chief Financial Officer	 


 


 


	 	GUARANTORS:
	 	 
	ATTEST:	MAIDENFORM BRANDS, INC., a Delaware corporation
	 	MAIDENFORM INTERNATIONAL, LTD., a New York corporation
	 	MF RETAIL, INC., a Delaware corporation
	 	ELIZABETH NEEDLE CRAFT, INC., a New York corporation
	 	NICHOLAS NEEDLECRAFT, INC., a New York corporation
	 	CRESCENT INDUSTRIES, INC., a New York corporation
	 	MAIDENFORM (INDONESIA) LIMITED, a Delaware corporation
	 	
        MAIDENFORM (BANGLADESH) LIMITED,
        a Delaware corporation

         



 


 


	By:	/s/ Erica Finkelson	 	By:	/s/ Nanci Prado	 
	 	Name: Erica Finkelson	 	Name: Nanci Prado	 
	 	Title: Assistant General Counsel	 	Title: Secretary	 


 


 


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	 	ADMINISTRATIVE AGENT:	 
	 	 	 	 
	 	BANK OF AMERICA, N.A.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Angela Larkin	 
	 	Name: Angela Larkin	 
	 	Title: Assistant Vice President	 
	 	 	 	 
	 	 	 	 
	 	LENDERS:	 
	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender, Issuing Lender, and Swing Line Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ William T. Franey	 
	 	William T. Franey	 
	 	Senior Vice President	 
	 	 	 	 
	 	 	 	 
	 	CAISSE DE DÉPÔT ET
	 	PLACEMENT DU QUÉBEC, as a Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Jean-Pierre Jetté	 
	 	Name: Jean-Pierre Jetté
	 	Title: Senior Portfolio Manager
	 	 	 	 
	 	By:	/s/ James B. McMullan	 
	 	Name: James B. McMullan	 
	 	Title: Senior Vice President	 
	 	 	 	 
	 	 	 	 
	 	WELLS FARGO BANK, N.A., as a Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Gary W. Wessel	 
	 	Name: Gary W. Wessel
	 	Title: Senior Vice Preside


 


 


 


[END
OF SIGNATURES]



    	 



    	 



    

EXHIBIT
“a”


 


ATTACHED
TO AND MADE A PART OF THAT CERTAIN SIXTH AMENDMENT AND MODIFICATION AGREEMENT EXECUTED BY AND AMONG MAIDENFORM, INC. ET
AL, BANK OF AMERICA, N.A., CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, AND
WELLS FARGO BANK, N.A., AS LENDERS, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
DATED MARCH 28, 2012


 


Pricing
Grid


 


Applicable Margins for the Revolving
Credit Loan Facility


 


	
         

         
	Consolidated 

Leverage Ratio	LIBOR Margin	
        Base Rate

        Margin

         
	
        Commitment Fee

         
	
        SBLC Fee/

        Comm’l L/C Fee
	Swing Line Loan Margin
	1	< 0.50:1	100.0 bps	-125.0 bps	20.0 bps	100.0 bps	-15.0 bps
	2	> 0.50 but < 1.00:1	125.0 bps	-100.0 bps	20.0 bps	125.0 bps	-15.0 bps
	3	> 1.00 but < 1.50:1	137.5 bps	-87.5 bps	25.0 bps	137.5 bps	-17.5 bps
	4	> 1.50 but < 2.00:1	150.0 bps	-75.0 bps	30.0 bps	150.0 bps	-20.0 bps
	5	> 2.00 but < 2.50:1	175.0 bps	-37.5 bps	35.0 bps	175.0 bps	-10.0 bps
	6	> 2.50 but < 3.25:1	200.0 bps	-25.0 bps	40.0 bps	200.0 bps	0.0 bps
	 	> 3.25:1	200.0 bps	-25.0 bps	40.0 bps	200.0 bps	40.0 bps


 


 


Applicable Margin for the Term Loan
Facility


 


	
         

         
	
        Consolidated Leverage

        Ratio
	LIBOR Margin	
        Base Rate

        Margin

         

	1	< 1.00:1	100.0 bps	0 bps
	2	> 1.00 but < 1.50:1	112.5 bps	12.5 bps
	3	> 1.50 but < 2.00:1	125.0 bps	25.0 bps
	4	> 2.00 but < 2.50:1	137.5 bps	37.5 bps
	5	> 2.50 but < 3.00:1	150.0 bps	50.0 bps
	6	> 3.00	200.0 bps	100.0 bps


 



    	 



    	 



    

SCHEDULE
“a”


 


ATTACHED
TO AND MADE A PART OF THAT CERTAIN SIXTH AMENDMENT AND MODIFICATION AGREEMENT EXECUTED BY AND AMONG MAIDENFORM, INC. ET
AL, BANK OF AMERICA, N.A., CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, AND
WELLS FARGO BANK, N.A., AS LENDERS, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,
DATED MARCH 28, 2012


 


LETTERS
OF CREDIT


 


	LC No.	Beneficiary	Amount	Iss.	Exp. Cur
	68020190	UTICA MUTUAL INSURAN	USD$375,000.00	8/16/07	2/16/13
	68020194	THE TRAVELERS INDEMN	USD$150,000.00	8/16/07	12/31/12
	68024565	BANK OF IRELAND	USD$150,000.00	4/17/08	4/15/12