exv10w42






Exhibit 10.42



EXECUTION
COPY




AMENDMENT NO. 6

TO

RECEIVABLES PURCHASE AGREEMENT




     THIS AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of
December 17, 2010, 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 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
definition of “Facility Termination Date” in its entirety and replace it with the following:




     “Facility Termination Date” means the earliest to occur of (i)
February 1, 2011 and (ii) the Amortization Date.



     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. 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 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.



2









 





     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, Managing Agents
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, as Seller
	 
	 	 	 	 
	 

	 	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. 6 to RPA




 









 








	 	 	 	 	 
	 

	 	BRYANT PARK FUNDING LLC, as a Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Burns
	 

	 	 	 	 
	 

	 	 	 	Name: Kevin Burns

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 PLC, as a Committed Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Harris
	 

	 	 	 	 
	 

	 	 	 	Name: David Harris

Title:   Vice President






Signature Page

to

Amendment No. 6 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. 6 to RPA