First Amendment and Waiver dated April 27, 2020 to Fourth Amended and Restated Credit Agreement among Hanesbrands Inc., MFB International Holdings S. r.l., HBI Australia Acquisition Co. Pty Ltd, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent

WHEREAS, the Parent Borrower has requested that the Required Covenant Lenders consent to waive and modify certain requirements of Section 7.2.4 of the Credit Agreement for the Fiscal Quarters ending June 27, 2020 through July 3, 2021, and the Required Covenant Lenders are willing to consent to such waiver and modification on the terms and subject to the conditions set forth in this Amendment;

Section 1.DEFINITIONS.

“Covenant Relief Period” means the period commencing on the Amendment Effective Date through (but not including) the Covenant Relief Period Termination Date.

“Covenant Relief Period Termination Certificate” means an irrevocable certificate of an Authorized Officer of the Parent Borrower (similar in form to a Compliance Certificate) (i) stating that such certificate is a Covenant Relief Period Termination Certificate and (ii) certifying compliance with the covenants set forth in Section 7.2.4 on such date and demonstrating such compliance in reasonable detail.

“Covenant Relief Period Termination Date” means the earlier of (x) the date of delivery of the Compliance Certificate pursuant to Section 7.1.1(a) for the fiscal quarter ending October 2, 2021 demonstrating compliance with the covenants set forth in Section 7.2.4 on such date and (y) the date on which the Parent Borrower delivers to the Administrative Agent a Covenant Relief Period Termination Certificate; provided that the Parent Borrower may only deliver a Covenant Relief Period Termination Certificate concurrently with the delivery of financial statements pursuant to Section 7.1.1(a) or 7.1.1(b); provided, further, that the Borrower may only deliver a Covenant Relief Period Termination Certificate

once, on which date the Covenant Relief Period will terminate permanently for all purposes of this Agreement and the other Loan Documents.

“Majority Revolving Loan Lenders” means, at any time, Non-Defaulting Revolving Loan Lenders holding more than 50% of the Total Revolving Exposure Amount of all Non-Defaulting Revolving Loan Lenders.

SECTION 2.    AMENDMENT

On and after the Amendment Effective Date, the proviso in the definition of “Leverage Ratio” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety, solely for the purposes of Section 7.2.4(i) and the calculation of the Minimum Liquidity Covenant (as defined below), as follows: “provided, that for purposes of calculating the Leverage Ratio, Total Debt shall be reduced by unrestricted cash and Cash Equivalent Investments of the Parent Borrower and its Subsidiaries (other than any Subsidiaries organized under the laws of China).”

SECTION 3.    COVENANT RELIEF AND WAIVER.

3.1    Each Lender party hereto (which collectively constitute the Required Covenant Lenders) hereby consents to (i) waive compliance with the Leverage Ratio requirement in Section 7.2.4(i) of the Credit Agreement (the “Leverage Covenant”) commencing with the Fiscal Quarter ending June 27, 2020 and ending immediately after the Fiscal Quarter ending July 3, 2021 and (ii) reduce the Interest Coverage Ratio in Section 7.2.4(ii) of the Credit Agreement (the “Interest Coverage Ratio”), from 3.00:1.00 to (a) 2.00:1.00 for the Fiscal Quarters ending June 27, 2020 through April 3, 2021 and (b) 2.25:1.00 for the Fiscal Quarter ending July 3, 2021, in each case, during the Covenant Relief Period and the Compliance Certificate delivered during the Covenant Relief Period shall be revised to reflect these waivers and amendments; provided that during the Covenant Relief Period, the Parent Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

(a)    permit the sum of (i) the aggregate amount of cash and Cash Equivalents of the Borrowers and the Subsidiaries (excluding cash and Cash Equivalents securing funded Indebtedness other than the Obligations) and (ii) the aggregate available Revolving Loan Commitments of all Revolving Loan Lenders, at any time, to be less than $300 million (the “Minimum Liquidity Covenant”); provided that upon the incurrence of Indebtedness after the Amendment Effective Date in an aggregate principal amount in excess of $150 million, such Minimum Liquidity Covenant in effect shall be increased to $400 million;

(b)    permit EBITDA for the Measurement Period for which Section 7.1.1 financials have been delivered to be less than (i) $625 million for the Fiscal Quarter ended June 27, 2020, (ii) $505 million for the Fiscal Quarter ended September 26, 2020, (iii) $445 million for the Fiscal Quarter ended January 2, 2021, (iv) $435 million for the Fiscal Quarter ended April 3, 2021 and (v) $505 million for the Fiscal Quarter ended July 3, 2021;

(c)    make any Restricted Payments pursuant to Section 7.2.6 of the Credit Agreement; provided the Parent Borrower shall be permitted to issue common stock dividends of up to $215 million in the aggregate in any trailing twelve month period;

(d)    (i) incur any Indebtedness under Section 2.9 of the Credit Agreement if the Senior Secured Leverage Ratio is greater than 3.00 to 1.00 both before and after giving effect to such Incremental Credit Increases (assuming, for the purposes of the calculation, that the Revolving Loan Commitments and any Incremental Other Currency Revolving Commitments are 50% drawn and that any Permitted Securitization is 50% utilized), (ii) incur more than $25 million of Indebtedness pursuant to Section 7.2.2(h) of the Credit Agreement, (iii) incur any Indebtedness pursuant to Section 7.2.2(i) of the Credit Agreement or (iv) incur more than $50 million of Indebtedness pursuant to Section 7.2.2(r) of the Credit Agreement;

(e)    make any Investments pursuant to Section 7.2.5 (g), (k), (n) or (o) of the Credit Agreement; provided that the Parent Borrower or any Subsidiary thereof shall be permitted to make Investments in Foreign Subsidiaries in an aggregate amount not to exceed $25 million and general Investments in an aggregate amount not to exceed $10 million;

(f)    enter into any mergers or make any Permitted Acquisitions pursuant to Section 7.2.10 of the Credit Agreement; or

(g)    (i) submit any Borrowing Request requesting any borrowing of Revolving Loans or Swing Line Loans without the prior written consent of the Majority Revolving Loan Lenders if, immediately after giving effect to such borrowing, the aggregate amount of unrestricted cash and Cash Equivalents of the Parent Borrower and its Subsidiaries (other than any Subsidiaries organized under the laws of China) exceeds $500 million unless the Parent Borrower represents that such borrowing is necessary for a reasonable business purpose and (ii) and if, at any time, the Borrowers have outstanding Revolving Loans and/or Swing Line Loans and incur Indebtedness after the Amendment Effective Date in an aggregate principal amount in excess of $150 million then the Borrowers shall promptly prepay Revolving Loans and/or Swing Line Loans (which, for the avoidance of doubt, shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of such prepayment) with 50% of the net proceeds of such incurrence of Indebtedness up to a maximum prepayment of $250 million.

SECTION 4.    CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective on the date on which each of the following conditions have been satisfied or waived in accordance with the terms hereof and the Credit Agreement (such date, the “Amendment Effective Date”):

4.2    Certificate: The Administrative Agent shall have received a certificate of the Parent Borrower dated as of the Amendment Effective Date, duly executed and delivered by an Authorized Officer of the Parent Borrower (certifying as to the matters set forth in Section 5 below.

4.3    Consent Fee. The Parent Borrower shall have paid to the Administrative Agent, for the account of each Required Covenant Lender that submits its consent hereto to the Administrative Agent prior to 5:00 p.m. New York City time on April 24, 2020, a consent fee in an amount equal to 0.125% of the aggregate principal amount of Revolving Loan Commitments, Revolving Credit Loans and New Term A Loans held by such consenting Lender immediately prior to the effectiveness of this Amendment.

SECTION 6.    MISCELLANEOUS.

The words “delivery”, “execute,” “execution,” “signed,” “signature,” and words of like import in this Amendment and any document executed in connection herewith shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary

neither the Administrative Agent nor any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.

HANESBRANDS INC.,

as Parent Borrower

By /s/ Jodie F. Covington

Name: Jodie F. Covington

Title: Assistant Treasurer

MFB INTERNATIONAL HOLDINGS S.À R.L.,

as Lux Borrower

By /s/ Donald F. Cook

Name: Donald F. Cook

Title: Class A Manager

HBI HOLDINGS AUSTRALASIA PTY LTD,

as Australian Borrower

By /s/ Donald F. Cook

Name: Donald F. Cook

Title: Director

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

By: /s/ Antje Focke

Name: Antje Focke

Title: Executive Director

JPMORGAN CHASE BANK, N.A.,

as Lender

By: /s/ Antje Focke

Name: Antje Focke

Title: Executive Director

BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Anthony Hoye

Name: Anthony Hoye

Title: Director

PNC Bank, National Association,

as a Lender

By: /s/ Larry Jackson

Name: Larry Jackson

Title: Vice President

Truist Bank as successor by merger to SunTrust Bank and formerly known as Branch Banking and Trust Company,

as a Lender

By: /s/ Max Greer

Name: Max Greer

Title: Senior Vice President

HSBC Bank USA, N.A.,

as a Lender

By: /s/ Robert J. Devir

Name: Robert J. Devir

Title: Managing Director

BARCLAYS BANK PLC,

as a Lender

By: /s/ Christopher M. Aitkin

Name: Christopher M. Aitkin

Title: Vice President

Fifth Third Bank, National Association,

as a Lender

By: /s/ James Beltz

Name: James Beltz

Title: Vice President

WELLS FARGO BANK, N.A.,

as a Lender

By: /s/ Carl Hinrichs

Name: Carl Hinrichs

Title: Director

THE BANK OF NOVA SCOTIA,

as a Lender

By: /s/ Kevin McCarthy

Name: Kevin McCarthy

Title: Director

MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

as a Lender

By: /s/ Spencer Hughes

Name: Spencer Hughes

Title: Managing Director

Goldman Sachs Bank USA,

as a Lender

By: /s/ Jamie Minieri

Name: Jamie Minieri

Title: Authorized Signatory

Siemens Financial Services, Inc.,

as a Lender

By: /s/ Marin Levy

Name: Marin Levy

Title: Vice President

By: /s/ M. Jentsch

Name: M. Jentsch

Title: Vice President

The Northern Trust Company,

as a Lender

By: /s/ Andrew D. Holtz

Name: Andrew D. Holtz

Title: Senior Vice President

WESTPAC BANKING CORPORATION,

as a Lender

By: /s/ Richard Yarnold

Name: Richard Yarnold

Title: Tier Two Attorney

CITIZENS BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ P. Jason Hembree

Name: P. Jason Hembree

Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION,

as a Lender

By: /s/ Katie Lee

Name: Katie Lee

Title: Director

Deutsche Bank AG New York Branch,

as a Lender

By: /s/ Alicia Schug

Name: Alicia Schug

Title: Vice President

By: /s/ Philip Tancorra

Name: Philip Tancorra

Title: Vice President

THE HUNTINGTON NATIONAL BANK,

as a Lender

By: /s/ Phil Andresen

Name: Phil Andresen

Title: Vice President

The Bank of East Asia, Limited, New York Branch,

as a Lender

By: /s/ James Hua

Name: James Hua

Title: SVP

By: /s/ Maggie Wong

Name: Maggie Wong

Title: General Manager

BANCO DE SABADELL, S.A., MIAMI BRANCH,

as a Lender

By: /s/ Ignacio Alcaraz

Name: Ignacio Alcaraz

Title: Head of Structured Finance Americas