SECOND SUPPLEMENTAL INDENTURE
Exhibit 10.49
THIS SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of August
13, 2010, among EPLD Temporary Corp. (the “Guaranteeing Subsidiary”), a subsidiary 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 (Base
Indenture, as amended and supplemented by the First 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 Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary 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 Second 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 Subsidiary 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 Subsidiary hereby agrees 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 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 SECOND 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 Second 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 Second Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Company.
2
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed and attested, all as of the date first above written.
EPLD TEMPORARY CORP. | ||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: Xxxxxxx X. Xxxx Title: Vice President — Treasurer |
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HANESBRANDS INC. | ||||
By: | /s/ Xxxxxxx X. Xxxx | |||
Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Treasurer |
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On behalf of each of the Guarantors listed below: | ||||
BA INTERNATIONAL, L.L.C. CARIBESOCK, INC. CARIBETEX, INC. CASA INTERNATIONAL, LLC CEIBENA DEL, INC. XXXXX MENSWEAR, LLC XXXXX 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. |
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By: | /s/ Xxxxxxx X. Xxxx | |||
Name: Xxxxxxx X. Xxxx Title: Treasurer |
BRANCH BANKING AND TRUST COMPANY as Trustee |
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By: | /s/ Xxxxxxx Xxxxx | |||
Name: Xxxxxxx Xxxxx Title: Vice President |