EXHIBIT 4.5

                              AMENDMENT AND WAIVER

                  AMENDMENT AND WAIVER (this "Amendment"),  dated as of December
29, 1999,  among HCI DIRECT,  INC.  (formerly  known as Hosiery  Corporation  of
America,   Inc.),  a  Delaware   corporation  (the   "Borrower"),   the  lending
institutions  party to the Credit Agreement  referred to below (the "Banks") and
BANKERS  TRUST  COMPANY,  as  Agent  (in such  capacity,  the  "Agent").  Unless
otherwise indicated, all capitalized terms used herein and not otherwise defined
shall have the respective  meanings  provided such terms in the Credit Agreement
referred to below.

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Borrower,  the Banks and the Agent are parties to
a Credit Agreement,  dated as of October 17, 1994 and amended and restated as of
November  20,  1997  (as  amended,   amended  and  restated,   modified   and/or
supplemented  through but not including the Amendment Effective Date referred to
below, the "Credit Agreement"); and

                  WHEREAS,  subject to and on the terms and conditions set forth
herein,  the  parties  hereto  wish to amend the Credit  Agreement,  as provided
below;

                  NOW, THEREFORE, it is agreed:

I.       Amendments and Waivers to Credit Agreement.
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                  1. The  reference to "December  31, 1999" in definition of IRF
Maturity  Date in Section 10 of the Credit  Agreement  is changed to read "March
31, 2000".

                  2.  The  obligations  of  the  Borrower  to  satisfy  (i)  the
requirements of Section 8.12 for the Test Period ending at the end of the fiscal
quarter ended in December,  1999 and (ii) the requirements of Section 8.13 as of
the end of the fiscal quarter ended in December, 1999 are hereby waived.

II.      Miscellaneous.
----------------------

                  1. In order to induce the Banks to enter into this  Amendment,
the  Borrower  hereby  (i) makes  each of the  representations,  warranties  and
agreements  contained in Section 6 of the Credit  Agreement and (ii)  represents
and warrants  that there exists no Default or Event of Default,  in each case on
the  Amendment  Effective  Date,  both  before and after  giving  effect to this
Amendment.

                  2. The  Amendment  is  limited  as  specified  and  shall  not
constitute a  modification,  acceptance or waiver of any other  provision of the
Credit Agreement or any other Credit Document.



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                  3.  This   Amendment   may  be   executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which counterparts when executed and delivered shall be an original,  but all
of which shall together  constitute one and the same instrument.  A complete set
of counterparts shall be lodged with the Borrower and the Agent.

                  4.  THIS  AMENDMENT  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE
PARTIES  HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                  5. This  Amendment  shall  become  effective  on the date (the
"Amendment  Effective  Date") when each of the Borrower,  the Required Banks and
each  Bank  with  an  Incremental  Revolving  Commitment  shall  have  signed  a
counterpart  hereof (whether the same or different  counterparts) and shall have
delivered (including by way of facsimile  transmission) the same to White & Case
LLP, 1155 Avenue of the Americas,  New York, NY 10036 Attention:  Delores Walker
(facsimile number 212-354-8113).

                  6. So long as the Amendment  Effect Date occurs,  the Borrower
shall pay (i) to each Bank which has executed a  counterpart  hereof on or prior
to 5:00 P.M.  (New York time) on the  Amendment  Effective  Date,  a consent fee
equal  to  0.125%  of the  sum of (x)  its  Revolving  commitment  as in  effect
immediately  prior  to the  Amendment  Effective  Date  plus  (y) the  aggregate
outstanding  principal amount of Term Loans  immediately  prior to the amendment
Effective  Date and (ii) to each Bank with an Incremental  Revolving  Commitment
which has executed a counterpart hereof on or prior to 5:00 P.M. (New York time)
on the  Amendment  Effective  Date,  a fee  equal to  0.25%  of its  Incremental
Revolving  Commitment as in effect on the  Amendment  Effective  Date.  All fees
payable  pursuant to the  immediately  preceding  sentence  shall be paid to the
agent within one Business Day after the later date specified in the  immediately
preceding sentence, which fees shall be distributed by the Agent to the relevant
Banks in the amounts specified in the immediately preceding sentence.

                  7. From and after the Amendment Effective Date, all references
to the Credit  Agreement in the Credit  Agreement and the other Credit Documents
shall be deemed to be references to the Credit Agreement as modified hereby.


                                      * * *


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                  IN WITNESS  WHEREOF,  each of the parties  hereto has caused a
counterpart  of this  Amendment to be duly executed and delivered as of the date
first above written.

                                                  HCI DIRECT, INC.


                                                  By:_________________________
                                                     Name:
                                                     Title:


                                                  BANKERS TRUST COMPANY,
                                                  Individually and as Agent


                                                   By:_________________________
                                                      Name:
                                                      Title:


                                                   BANK POLSKA KASA OPIEKI, S.A.


                                                   By:_________________________
                                                      Name:
                                                      Title:


                                                   EUROPEAN AMERICAN BANK


                                                   By:_________________________
                                                      Name:
                                                      Title:


                                                   FIRST UNION NATIONAL BANK


                                                   By:_________________________
                                                      Name:
                                                      Title:


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                                                   NATIONAL WESTMINSTER BANK PLC
                                                   NEW YORK and/or NASSAU BRANCH


                                                   By:_________________________
                                                      Name:
                                                      Title:



                                                   BANK OF AMERICA, N.A.
                                                   formerly, NationsBank, N.A.)


                                                   By:_________________________
                                                      Name:
                                                      Title: