AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.2

Execution Copy

AMENDMENT NO. 1
TO
RECEIVABLES PURCHASE AGREEMENT

          THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ”), dated as of March 16, 2009, 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 JPMORGAN CHASE BANK, N.A. (“ JPMorgan ”), 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 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) Section 2.1 of the Purchase Agreement is hereby amended to delete clause (i) of the first sentence in its entirety and replace it with the following:

      (i) such fees as set forth in the Fee Letter and in the Agent Fee Letter,

     (b) Section 2.1 of the Purchase Agreement is hereby amended to delete the third sentence in its entirety and replace it with the following:

     Notwithstanding the foregoing, no provision of this Agreement, the Fee Letter or the Agent Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law.

     (c) Section 2.4 of the Purchase Agreement is hereby amended to delete the second clause in the priority of payments contained therein in its entirety and replace it with the following:

      (ii) second , to the Agent, for its own account or to be distributed to each Managing Agent, for the benefit of the Purchasers in its Purchase Group, as applicable,

* PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST

all accrued and unpaid fees under the Fee Letter and the Agent Fee Letter and all Yield, ratably in accordance with such amounts owed to such parties;

     (d) Article VIII of the Purchase Agreement is hereby amended to delete Section 8.5 in its entirety and replace it with the following:

      Section 8.5 Reports . The Servicer shall prepare and forward to each Managing Agent and the Agent (i) on each Business Day, a Daily Report which will include information regarding the Receivables as of the previous Business Day, (ii) on the third Thursday of each month (or, if such day is not a Business Day, on the next succeeding Business Day), and at such other additional times as the Agent or any Managing Agent shall request, a Settlement Report which will include information regarding the Receivables for the most recently ended Calendar Month and (iii) at such times as the Agent or any Managing Agent shall request, a listing by Obligor of all Receivables together with an aging of such Receivables.

     (e) Section 9.1 of the Purchase Agreement is hereby amended to delete paragraph (a)(i) in its entirety and replace it with the following:

(a) (i) Any Seller Party or the Originator shall fail to make any payment or deposit required hereunder or under any other Transaction Document when due and, in the case of a payment or deposit in respect of Capital, Yield or any fees due under the Fee Letter or the Agent Fee Letter, such failure continues for two (2) Business Days and, in the case of any such payment or deposit which is not in respect of Capital, Yield or fees due under the Fee Letter or the Agent Fee Letter, such failure continues for five (5) Business Days;

     (f) Section 9.1 of the Purchase Agreement is hereby amended to delete paragraph (f) in its entirety and replace it with the following:

      (f)     (i) As at the end of any Calendar Month through July 4, 2009:

               (ii) As at the end of any Calendar Month beginning with the Calendar Month that begins on July 5, 2009:

     (g) Section 9.1 of the Purchase Agreement is hereby amended to delete paragraph (h) in its entirety and replace it with the following:

(h) (i) As of the last day of any Fiscal Quarter occurring during any period set forth below, HBI permits the Leverage Ratio to be greater than the ratio set forth opposite such period:

; or

(ii) As of the last day of any Fiscal Quarter occurring during any period set forth below, HBI permits the Interest Coverage Ratio to be less than the ratio set forth opposite such period:

; or

     (h) Article X of the Purchase Agreement is hereby amended to add the following Section 10.5 thereto:

SECTION 10.5 Accounting Based Consolidation Event . If an Accounting Based Consolidation Event shall at any time occur then, upon demand by the Agent or the applicable Managing Agent, the Seller shall pay to the Agent or such applicable Managing Agent, for the benefit of the relevant Affected Entity, such amounts as such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s capital or reduction in the amount of any sum received or receivable by such Affected Entity or (iii) internal capital charge or other imputed cost determined by such Affected Entity to be allocable to the Seller or the transactions contemplated in this Agreement in connection therewith. Amounts under this Section 10.5 may be demanded at any time without regard to the timing of issuance of any financial statement by any Conduit or by any Affected Entity; provided , however, that in no event may any Affected Entity (or the applicable Agent or Managing Agent on its behalf) claim or receive reimbursement or compensation for amounts under this Section 10.5 that would exceed 2.00% per annum on the Group Purchase Limit for the related Purchaser Group from the date such Accounting Based Consolidation Event occurs. If the Agent or any Managing Agent becomes or reasonably believes that it will become entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower of the event by reason of which it has become or will become so entitled; provided that any failure to give such notice shall not affect the rights to demand payment under this section.

If any Affected Entity (or the applicable Agent or Managing Agent on its behalf) requests compensation under this Section 10.5 , then the Seller may, at its sole

expense and effort, upon notice to such Affected Entity and its related Managing Agent, require the entire related Purchaser Group (but may not require less than all of the Purchasers and the Managing Agent in such Purchaser Group) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1 ), all of their interests, rights and obligations under this Agreement to assignees that shall assume such obligations (which assignees may be other Purchasers if such Purchasers accept such assignment); provided that each such assigning Purchaser and Managing Agent receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Persons’s share of the Aggregate Capital and Yield owing to such Purchaser and all accrued but unpaid fees and other costs and expenses payable in respect of such Purchaser Group’s share of the Purchaser Interests.

     (i) Article XII of the Purchase Agreement is hereby amended to add the following Section 12.3 thereto:

SECTION 12.3 Federa