THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

Exhibit 10.1

THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

          This Third Amendment, dated as of March 10, 2009 (this “ Amendment ”), to that certain First Lien Credit Agreement, dated as of September 5, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ First Lien Credit Agreement ”), among Hanesbrands Inc., a Maryland corporation (the “ Borrower ”), the various financial institutions and other persons from time to time party thereto (the “ Lenders ”), HSBC Bank USA, National Association, LaSalle Bank National Association and Barclays Bank PLC, as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as the Co-Syndication Agents, Citicorp USA, Inc., as administrative agent (in such capacity, the “ Administrative Agent ”), Citibank, N.A., as the collateral agent (in such capacity, the “ Collateral Agent ”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as the Joint Lead Arrangers and Joint Bookrunners, as amended by the First Amendment, dated as of February 22, 2007 (the “ First Amendment ”), among the Borrower and the Lenders party thereto, as further amended by the Second Amendment to the First Lien Credit Agreement, dated as of August 21, 2008 (the “ Second Amendment ”). Capitalized terms used herein but not defined herein are used as defined in the First Lien Credit Agreement.

W I T N E S S E T H:

          WHEREAS, the Borrower, the Administrative Agent, the Lenders and other parties thereto are parties to the First Lien Credit Agreement;

          WHEREAS, J.P. Morgan Securities Inc. (“ JPMorgan ”) is acting as arranger and bookrunner (in such capacity, the “ Arranger ”) in connection with this Amendment;

          WHEREAS, the Borrower has requested that the Lenders amend certain terms in the First Lien Credit Agreement in the manner provided for herein; and

          WHEREAS, the Lenders signatory to an acknowledgment and consent to amendment in the form attached hereto (an “ Acknowledgment and Consent to Amendment ”) have consented to this Amendment on the terms and subject to the conditions herein provided.

          NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

     Section 1. Amendments .

     (a) As of the Third Amendment Effective Date (as defined below), the Arranger, the Administrative Agent (on behalf of the Required Lenders), the Borrower and the Lenders hereby agree that the First Lien Credit Agreement shall be amended as set forth below:

     (i) Section 1.1 ( Defined Terms ) of the First Lien Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

     “ Third Amendment ” means the Third Amendment to this Agreement, dated as of the Third Amendment Effective Date, by and among the Borrower, J.P. Morgan Securities Inc., as arranger and bookrunner for the Third Amendment, the Administrative Agent (on behalf of the Required Lenders) and the Subsidiary Guarantors.

     “ Third Amendment Effective Date ” means March 10, 2009.

     (ii) The definition of “Applicable Margin” in Section 1.1 ( Defined Terms ) of the First Lien Credit Agreement is hereby amended and restated in its entirety as follows:

     “ Applicable Margin ” means (i) in the case of Term B Loans maintained as (A) LIBO Rate Loans, a percentage per annum equal to 4.75% and (B) Base Rate Loans, a percentage per annum equal to 3.75%, and (ii) in the case of Term A Loans and Revolving Loans, the applicable percentage set forth below corresponding to the relevant Leverage Ratio:

Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Leverage Ratio), the Applicable Margin for all Term A Loans and Revolving Loans from the Closing Date through (and including) the date of delivery of the financial statements for the second full Fiscal Quarter ending after Closing Date shall be (A) 1.75%, in the case of LIBO Rate Loans, and (B) 0.75%, in the case of Base Rate Loans. The Leverage Ratio used to compute the Applicable Margin shall be the Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent. Changes in the Applicable Margin resulting from a change in the Leverage Ratio shall become effective upon delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to clause (c) of Section 7.1.1 . If the Borrower fails to deliver a Compliance Certificate on or before the date required pursuant to clause (c) of Section 7.1.1 , the Applicable Margin from and including the day after such required date of delivery to but not including the date the Borrower delivers to the Administrative Agent a Compliance Certificate shall equal the highest Applicable Margin set forth above.

     (iii) The definition of “Applicable Percentage” in Section 1.1 ( Defined Terms ) of the First Lien Credit Agreement is hereby amended by deleting clause (ii) thereof in its entirety and inserting in lieu thereof the following new clause (ii):

     “(ii) with respect to a mandatory prepayment in respect of Excess Cash Flow pursuant to clause (g) of Section 3.1.1, (A) 75.0%, if the Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent was greater than or equal to 3.75:1, (B) 50.0%, if the Leverage Ratio set forth in such Compliance Certificate was less than 3.75:1 but greater than or equal to 3.25:1, (C) 25.0%, if the Leverage Ratio set forth in such Compliance Certificate was less than 3.25:1 but greater than or equal to 2.75:1, and (D) 0%, if the Leverage Ratio set forth in such Compliance Certificate was less than 2.75:1”

     (iv) The definition of “First Amendment Effective Date” in Section 1.1 ( Defined Terms ) of the First Lien Credit Agreement is hereby amended and restated in its entirety as follows:

     “ First Amendment Effective Date ” means February 22, 2007.

     (v) The definition of “Loan Documents” in Section 1.1 ( Defined Terms ) of the First Lien Credit Agreement is hereby amended and restated in its entirety as follows:

     “ Loan Documents ” means, collectively, this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Notes, the Letters of Credit, each Rate

Protection Agreement, the Fee Letter, the Intercreditor Agreement, the Security Agreement, each Mortgage, each Foreign Pledge Agreement, each other agreement pursuant to which the Collateral Agent is granted by the Borrower or its Subsidiaries a Lien to secure the Obligations, the Guaranty and each other agreement, certificate, document or instrument delivered in connection with any Loan Document, whether or not specifically mentioned herein or therein.

     (vi) The definition of “Second Amendment Effective Date” in Section 1.1 ( Defined Terms ) of the First Lien Credit Agreement is hereby amended and restated in its entirety as follows:

     “ Second Amendment Effective Date ” means August 21, 2008.

     (vii) Section 7.2.4 ( Financial Condition and Operations ) of the First Lien Credit Agreement is hereby amended and restated in its entirety as follows:

“SECTION 7.2.4 Financial Condition and Operations . The Borrower will not permit any of the events set forth below to occur.

     (a) The Borrower will not permit the Leverage Ratio as of the last day of any Fiscal Quarter occurring during any period set forth below to be greater than the ratio set forth opposite such period: