AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.3

EXECUTION COPY

AMENDMENT NO. 2
TO
RECEIVABLES PURCHASE AGREEMENT

          THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ”), dated as of April 13, 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 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 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 2.4 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, all accrued and unpaid fees under the Agent Fee Letter, and to each Managing Agent, for its own account or for the benefit of the Purchasers in its Purchase Group, all accrued and unpaid fees under the Fee Letter and all Yield, ratably in accordance with such amounts owed to such parties;

          (b) Section 7.1 of the Purchase Agreement is hereby amended to add the following paragraph (n) to the end of such section:

(n) Covenant to Amend Definition of Eligible Receivables . Each of the Seller and the Servicer hereby covenants and agrees that the definition of “Eligible Receivables” shall be amended, in form and substance mutually satisfactory to the Seller, Servicer, each Managing Agent and the Agent, no later than 30 days following the date on which the Managing Agents complete their review of the results of the Post-Closing Field Examination if such

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

amendment is deemed necessary or desirable by each of the Managing Agents in their sole, reasonable discretion (it being understood that any such amendment shall not affect the status of any Receivable as an Eligible Receivable prior to the effective date of such amendment).

For purposes of this paragraph (n), “Post-Closing Field Examination” shall mean the field examination designated as such by, and performed by representatives of, the Managing Agents, following April 13, 2009, of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of the Originator, and historical receivables, data and accounts. The Managing Agents agree to provide a copy of the results of the Post-Closing Field Examination to Servicer, each other Managing Agent and the Agent within 5 Business Days of its receipt thereof.

          (c) 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) at any time during which a Downgrade Event has occurred and is continuing, on each Business Day, a Daily Report which will include information regarding the Receivables as of the previous Business Day, (ii) on Wednesday of each week (or if such Wednesday is not a Business Day, on the immediately preceding Business Day), a Weekly Report which will include information regarding the Receivables for the seven (7)-day period ending (and including) the immediately preceding Friday, (iii) (x) prior to May 2009, on the third Thursday of each month (or, if such day is not a Business Day, on the next succeeding Business Day) and (y) commencing in May 2009, on the 23 ^rd day 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 (iv) 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.

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

           (f) As at the end of any Calendar Month:

          (e) Exhibit I to the Purchase Agreement is hereby amended to add the following definitions of “ Downgrade Event ” and “ PNC ” in the appropriate alphabetical order:

           “ Downgrade Event ” means the occurrence of any one or more of the following: (i) HBI’s issuer rating is below B- by S&P, (ii) HBI’s senior unsecured long-term debt rating is below B3 by Moody’s or (iii) HBI’s debt under the First Lien Credit Agreement is rated below B3 by Moody’s.

           “ PNC ” means PNC Bank, N.A., and its successors and assigns.

          (f) Exhibit I to the Purchase Agreement is hereby amended to delete the definitions of “ Agent Fee Letter ”, “ Concentration Limit ”, “ CP Rate ”, “ Dilution Reserve Floor ”, “ Facility Termination Date ”, “ Fee Letter ”, “ HSBC ”, “ Loss Reserve Floor ”, “ Settlement Date ” and “ Stress Factor ” and replace them with the following:

           “ Agent Fee Letter ” means the letter agreement dated as of April 13, 2009, between the Agent and Seller as the same may be amended, restated, supplemented or otherwise modified from time to time.

           “ Concentration Limit ” means, for any Obligor and its Affiliates, at any time, the amount equal to the product of (a) either (i) 3.00% or (ii) such other higher percentages (each, a “ Special Concentration Percentage ”) for such Obligors and its Affiliates as are set forth on Schedule C , which Special Concentration Percentage is subject to reduction or cancellation (1) by the Agent with respect to any Obligor, or (2) by the Agent, upon written demand by any Mana