EX-99.2 3 tm2526306d3_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Dated as of October 7, 2025

GILDAN ACTIVEWEAR INC.

as Corporation

THE GUARANTORS PARTY HERETO

as Guarantors

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

FIRST SUPPLEMENTAL INDENTURE

to the

INDENTURE

Dated as of October 7, 2025

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of October 7, 2025 among GILDAN ACTIVEWEAR INC., a corporation incorporated under the Canada Business Corporations Act and having its head office in the City of Montréal, in the Province of Quebec (the “Corporation”), the Guarantors party hereto (the “Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

RECITALS OF THE Corporation

WHEREAS, the Corporation and the Trustee entered into an indenture, dated as of October 7, 2025 (the “Original Indenture”). Section 8.01(9) of the Original Indenture provides that the Corporation and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to provide for the issuance of additional series of Securities in accordance with the Original Indenture.

WHEREAS, pursuant to Sections 2.01 and 3.01 of the Original Indenture, the Corporation desires to provide for the establishment of two series of Securities under the Original Indenture, and the form and terms thereof, as hereinafter set forth.

WHEREAS, the Corporation has requested that the Trustee execute and deliver this First Supplemental Indenture. The Corporation has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Sections 1.02 and 8.03 of the Original Indenture to the effect, among other things, that all conditions precedent provided for in the Original Indenture to the Trustee’s execution and delivery of this First Supplemental Indenture have been complied with. All acts and things necessary have been done and performed to make this First Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects.

WHEREAS the proper officers of the Corporation have duly authorized the creation and issuance of two series of Securities to be designated as (i) 4.700% Senior Notes due 2030 (the “2030 Notes”), to be initially limited (subject to the exceptions described herein and in the Original Indenture) to the aggregate principal amount of U.S.$600,000,000 and (ii) 5.400% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”), to be initially limited (subject to the exceptions described herein and in the Original Indenture) to the aggregate principal amount of U.S.$600,000,000; the further terms and conditions thereof being hereinafter set forth, all in accordance with a resolution of the directors of the Corporation;

WHEREAS, the Guarantors desire to fully and unconditionally guarantee the Notes and the applicable obligations of the Corporation under the Original Indenture, and to provide therefor, the Corporation has duly authorized the execution and delivery of this First Supplemental Indenture;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all holders of the Notes, as follows:

INTERPRETATIONS AND AMENDMENTS

1.1

First Supplemental Indenture

As used herein “First Supplemental Indenture”, “hereto”, “herein”, “hereof”, “hereby”, “hereunder” and similar expressions refer to this First Supplemental Indenture and not to any particular Article, Section or other portion hereof and include any and every instrument supplemental or ancillary hereto or in implementation hereof, and further include the terms of the Notes set forth in the form of Notes annexed hereto as Exhibit A.

1.2

Definitions in First Supplemental Indenture

All terms contained in this First Supplemental Indenture which are defined in the Original Indenture and not defined herein shall, for all purposes hereof, have the meanings given to such terms in the Original Indenture, unless the context otherwise specifies or requires; provided, however, that notwithstanding the foregoing, the terms “Corporation” and “Trustee” shall have the respective meanings given to them in the Original Indenture.

1.3

Interpretation not Affected by Headings

The division of this First Supplemental Indenture into Articles and Sections, the provision of the table of contents hereto and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this First Supplemental Indenture.

NOTES

2.1

Form and Terms of Notes

There shall be and there is hereby created for issuance under the Original Indenture, as supplemented by this First Supplemental Indenture (i) a series of Securities which shall consist of an aggregate principal amount of U.S.$600,000,000 2030 Notes and (ii) a series of Securities which shall consist of an aggregate principal amount of U.S.$600,000,000 2035 Notes; provided, however, that if the Corporation shall, at any time after the date hereof, increase the principal amount of the 2030 Notes or 2035 Notes, which may be issued and issue such increased principal amount (or any portion thereof), then any such additional 2030 Notes or 2035 Notes so issued shall have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and, under certain circumstances, the first interest payment date), and shall carry the same right to receive accrued and unpaid interest, as the 2030 Notes or 2035 Notes theretofore issued, as the case may be; and provided, further, that, notwithstanding the foregoing, the Corporation shall not be entitled to increase the principal amount of 2030 Notes or 2035 Notes which may be issued or issue any such increased principal amount if the Corporation has effected satisfaction and discharge of the Original Indenture pursuant to Section 4.01 of the Original Indenture or defeasance or covenant defeasance pursuant to Article 12 of the Original Indenture.

The 2030 Notes will mature, and the principal of the 2030 Notes and accrued and unpaid interest thereon will be due and payable, on October 7, 2030, or such earlier date as the principal of any of the 2030 Notes may become due and payable in accordance with the provisions of the Original Indenture and this First Supplemental Indenture.

The 2035 Notes will mature, and the principal of the 2035 Notes and accrued and unpaid interest thereon will be due and payable, on October 7, 2035, or such earlier date as the principal of any of the 2035 Notes may become due and payable in accordance with the provisions of the Original Indenture and this First Supplemental Indenture.

The 2030 Notes and 2035 Notes shall each bear interest on the principal amount thereof from October 7, 2025 or from the last date to which interest shall have been paid or duly made available for payment on the 2030 Notes or 2035 Notes, whichever is later, at the rate of (i) 4.700% per annum for the 2030 Notes; and (ii) 5.400% per annum for the 2035 Notes, payable semi-annually in arrears on April 7 and October 7 (each, an “Interest Payment Date”) in each year, commencing April 7, 2026 until the principal of and premium, if any, on the applicable series of Notes is paid or duly made available for payment; and should the Corporation at any time default in the payment of any principal of, or premium, if any, or interest on the 2030 Notes or 2035 Notes, as applicable, when due, the Corporation shall pay interest (such interest to be payable on demand), to the extent permitted by law, on the amount in default at the same rate applicable to the series of Notes on which the Corporation defaulted. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Original Indenture, be paid to the Persons in whose names the Notes (or one or more predecessor Notes) are registered at the close of business on March 23 or September 22, as the case may be, next preceding the applicable Interest Payment Date (the “Regular Record Dates”), regardless of whether any such Regular Record Date is a Business Day. Any such interest on the 2030 Notes or 2035 Notes not so punctually paid or duly provided for on any Interest Payment Date shall be payable as provided in the form of 2030 Note and form of 2035 Note annexed hereto as Exhibit A.

The Notes constitute unsecured obligations of the Corporation and rank pari passu with all of its other unsecured and unsubordinated debt from time to time outstanding and pari passu with other notes issued pursuant to the Original Indenture.

All payments of principal of and premium, if any, and interest on the Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and all references herein to “United States dollars”, “U.S.$” or “U.S. dollars” shall be deemed to refer to such coin or currency of the United States of America.

The principal of and premium, if any, and interest on the Notes shall be payable, and the Notes may be surrendered for exchange, registration, transfer or discharge from registration, at the Corporate Trust Office of the Trustee in St. Paul, Minnesota, and in such other Corporate Trust Office identified in the Original Indenture maintained for such purposes. The Trustee is hereby appointed as the initial Paying Agent, registrar and transfer agent for the Notes.

In addition, interest may be paid at the option of the Corporation by wire transfer to the person entitled thereto as shown on and pursuant to the wire instructions for such person as provided for in the Security Register.

The Notes of each series shall be issued only as fully registered Notes, without coupons, in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 thereafter.

The 2030 Notes and 2035 Notes and the certificate of authentication of the Trustee endorsed thereon shall be in the form annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and variations as the Trustee may approve and shall be numbered in such manner as the Trustee may approve, such approvals of the Trustee concerning the Note to be conclusively evidenced by its certification of the Note.

The Security Register referred to in Section 3.05 of the Original Indenture shall, with respect to the Notes, be kept at the office or agency that the Corporation may from time to time designate for such purpose (which shall initially be the Corporate Trust Office of the Trustee), and at such other place or places as the Corporation with the approval of the Trustee may hereafter designate.

The Notes shall be subject to redemption at the option of the Corporation as provided in Article 3 (Optional Redemption of Notes) of this First Supplemental Indenture and Article 10 of the Original Indenture and the Notes shall be subject to repurchase by the Corporation as provided in Article 4 (Change of Control) of this First Supplemental Indenture. The Notes shall be subject to a Special Mandatory Redemption (as defined herein) as provided in Article 3 of this First Supplemental Indenture. The Corporation shall not otherwise be required to redeem, purchase or repay Notes pursuant to any mandatory redemption, sinking fund or analogous provision or at the option of the holders thereof. The Notes will not be convertible into or exchangeable for securities of any Person.

The Corporation shall be required to pay Additional Amounts as contemplated in Section 9.07 of the Original Indenture.

Other terms and provisions relating to the Notes are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this First Supplemental Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Corporation or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Corporation). Each Note shall be dated the date of its authentication.

Neither the Trustee nor the Paying Agent shall have any obligation to calculate or verify the calculation of the interest rate. The Corporation’s actions and determinations in determining the interest rate shall be conclusive and binding for all purposes, absent manifest error.

2.2

Issuance of Notes

Each of the 2030 Notes in the aggregate principal amount of U.S.$600,000,000 and the 2035 Notes in the aggregate principal amount of U.S.$600,000,000 shall be executed on behalf of the Corporation by any two of the following Officers: President and Chief Executive Officer, the Chief Financial Officer, the Executive Vice President, Chief Legal & Administrative Officer, the Vice President, Treasury, the Vice President, Global Tax, the Vice President Corporate Development, or and any individuals having similar functions and delivered by the Corporation to the Trustee on the date of issue for authentication and delivery pursuant to and in accordance with the provisions of Section 3.02 of the Original Indenture and, upon the requirements of such provisions being complied with, such Notes shall be authenticated by or on behalf of the Trustee and delivered by it to or upon the Corporation Order of the Corporation without any further act or formality on the part of the Corporation. The Trustee shall have no duty or responsibility with respect to the use or application of any of the Notes so certified and delivered or the proceeds thereof.

REDEMPTION OF NOTES

3.1

Special Mandatory Redemption of 2030 Notes and 2035 Notes

In the event that (i) the Hanesbrands Acquisition is not consummated on or prior to the later of (x) May 20, 2026 and (y) the date that is five Business Days after any later date to which the parties to the Merger Agreement may agree to extend the “End Date” in the Merger Agreement (such later date, the “Special Mandatory Redemption End Date”), (ii) the Merger Agreement is terminated and the Hanesbrands Acquisition has not been consummated or (iii) the Corporation notifies the Trustee in writing that it has determined that the Hanesbrands Acquisition will not be consummated prior to the Special Mandatory Redemption End Date or at all (any of the events described in clauses (i), (ii) or (iii), a “Special Mandatory Redemption Event”), the Corporation will redeem all outstanding 2030 Notes and 2035 Notes (the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the applicable series of Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (the “Special Mandatory Redemption Price”).

If a Special Mandatory Redemption Event has occurred, the Corporation shall deliver notice of the occurrence of the Special Mandatory Redemption Event and that a Special Mandatory Redemption is to occur (the “Special Mandatory Redemption Notice”) to the Trustee and mail by first class mail to each holder of the 2030 Notes and 2035 Notes at its registered address, or with respect to the Global Securities (as defined herein), to the extent permitted or required by applicable procedures of the Depositary, send electronically, within five Business Days after the Special Mandatory Redemption Event. Upon the written request of the Corporation accompanied by an Officer’s Certificate along with the form of Special Mandatory Redemption Notice, the Trustee shall give the Special Mandatory Redemption Notice in the Corporation’s name and at the Corporation’s expense. Such written request shall be provided to the Trustee no later than three Business Days (or such shorter period as may be acceptable to the Trustee) prior to when the Special Mandatory Redemption Notice is to be delivered to the holders of the 2030 Notes and 2035 Notes.

On such date specified in the Special Mandatory Redemption Notice as shall be no earlier than three Business Days and no later than 30 days (or such other minimum period as may be required by the Depositary) after mailing or sending the Special Mandatory Redemption Notice, the Special Mandatory Redemption shall occur (the date of such redemption, the “Special Mandatory Redemption Date”).

Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date shall be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with the Securities and the Original Indenture. If funds sufficient to pay the Special Mandatory Redemption Price of the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or the Paying Agent on or before 11:00 a.m., New York City time, on such Special Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, the Notes shall cease to bear interest.

Upon the occurrence of the consummation of the Hanesbrands Acquisition, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply.

3.2

Optional Redemption of Notes

(a)

2030 Notes

Prior to September 7, 2030 (the date that is one month prior to the maturity date of the 2030 Notes) (the “2030 Par Call Date”), the Corporation may redeem the 2030 Notes, in whole or in part, at the option of the Corporation (in the manner and in accordance with and subject to the terms and provisions set forth in Article 10 of the Original Indenture), at any time or from time to time, at a Redemption Price equal to the greater of:

(i)

100% of the principal amount of the 2030 Notes to be redeemed; and

(ii)

the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the 2030 Notes matured on September 7, 2030 (the date that is one month prior to the maturity date of the 2030 Notes), (exclusive of any portion of the payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points,

plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; provided that installments of interest on 2030 Notes which are due and payable on any date falling on or prior to a Redemption Date will be payable to the registered holders of such 2030 Notes (or one or more predecessor 2030 Notes), registered as such as of the close of business on the relevant Regular Record Dates.

On or after the 2030 Par Call Date, the 2030 Notes will be redeemable, in whole or in part, at the option of the Corporation (in the manner and in accordance with and subject to the terms and provisions set forth in Article 10 of the Original Indenture), at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

(b)

2035 Notes

Prior to July 7, 2035 (the date that is three months prior to the maturity date of the 2035 Notes) (the “2035 Par Call Date” and together with the 2030 Par Call Date, the “Par Call Dates” and each a “Par Call Date”), the Corporation may redeem the 2035 Notes, in whole or in part, at the option of the Corporation (in the manner and in accordance with and subject to the terms and provisions set forth in Article 10 of the Original Indenture), at any time or from time to time, at a Redemption Price equal to the greater of:

(i)

100% of the principal amount of the 2035 Notes to be redeemed; and

(ii)

the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the 2035 Notes matured on July 7, 2035 (the date that is three months prior to the maturity date of the 2035 Notes), (exclusive of any portion of the payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points,

plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; provided that installments of interest on 2035 Notes which are due and payable on any date falling on or prior to a Redemption Date will be payable to the registered holders of such 2035 Notes (or one or more predecessor 2035 Notes), registered as such as of the close of business on the relevant Regular Record Dates.

On or after the 2035 Par Call Date, the 2035 Notes will be redeemable, in whole or in part, at the option of the Corporation (in the manner and in accordance with and subject to the terms and provisions set forth in Article 10 of the Original Indenture), at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the 2035 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

The Corporation will provide written notice to the Trustee prior to the Redemption Date of the calculation of the Redemption Price. Neither the Trustee nor the Paying Agent shall have any obligation to calculate or verify the calculation of the Redemption Price. The Corporation’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Holders of Securities to be redeemed pursuant to Section 10.04 and Section 10.08 of the Original Indenture will receive notice of redemption as set forth in Section 10.04 and Section 10.08 of the Original Indenture respectively.

3.3

Certain Additional Definitions

For the purposes of this First Supplemental Indenture, the following expressions shall have the following meanings:

“Hanesbrands Acquisition” means the direct or indirect acquisition by the Corporation of Hanesbrands Inc., a Maryland corporation, as contemplated by the Merger Agreement.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of August 13, 2025, by and among the Corporation, Galaxy Merger Sub 1, Inc., Galaxy Merger Sub 2, Inc., Hanesbrands Inc., Helios Holdco, Inc., and Helios Merger Sub, Inc., as it may be amended from time to time in accordance with its terms.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Corporation in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Corporation after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date (or in the case of defeasance or satisfaction and discharge, two Business Days prior to the deposit with the Trustee or Paying Agent) based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)-H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities-Treasury constant maturities-Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Corporation shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date (or in the case of defeasance or satisfaction and discharge, the second Business Day prior to the deposit with the Trustee or paying agent) H.15 TCM or any successor designation or publication is no longer published, the Corporation shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date (or in the case of defeasance or satisfaction and discharge, the date of the deposit with the Trustee or Paying Agent) of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Corporation shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Corporation shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

CHANGE OF CONTROL

4.1

Change of Control

(a)

Upon the occurrence of a Change of Control Triggering Event in respect of the Notes, unless all the Notes have been called for redemption pursuant to this Section 4.1, each Holder of Notes shall have the right to require the Corporation to repurchase all or any part (equal to U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof) of such Holder’s Notes at an offer price in cash equal to the Change of Control Payment.

(b)

Within 30 days following any Change of Control Triggering Event, the Corporation shall send a notice to each Holder of Notes of the applicable series describing the transaction or transactions that constitute the Change of Control Triggering Event and specifying:

(i)

that the Change of Control Offer is being made pursuant to this Section 4.1 and that all Notes tendered will be accepted for payment;

(ii)

the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 10 days and, unless such Change of Control Offer is being made in advance of a Change of Control Triggering Event as contemplated below, no later than 60 days from the date such notice is given (the “Change of Control Payment Date”);

(iii)

the CUSIP number for the Notes;

(iv)

that any Note not tendered will continue to accrue interest;

(v)

that, unless the Corporation defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(vi)

that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(vii)

that Holders will be entitled to withdraw their election referred to in clause (vi) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, an electronic communication or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased;

(viii)

that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to U.S.$2,000 in principal amount or an integral multiple of U.S.$1,000 in excess thereof; and

(ix)

if such notice is mailed prior to the date of the occurrence of the Change of Control Triggering Event, that the Change of Control Offer is conditional on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

(c)

The Corporation shall cause the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Corporation shall comply with the requirements of Rule 14e−1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes of the applicable series as a result of a Change of Control Triggering Event. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.1, the Corporation will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.1 by virtue of such conflict.

(d)

On the Change of Control Payment Date, the Corporation will, to the extent lawful:

(i)

accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(ii)

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(iii)

deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Corporation.

(e)

The Paying Agent will promptly deliver to each Holder of Notes of the applicable series properly tendered the Change of Control Payment for such series of Notes, and upon receipt of a Corporation Order, the Trustee will promptly authenticate and send (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof. The Corporation will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(f)

The Corporation shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.1 applicable to a Change of Control Offer made by the Corporation and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption for all outstanding Notes has been given pursuant to Sections 3.1 and 3.2 hereof, as applicable, unless and until there is a default in payment of the applicable Redemption Price.

(g)

The Corporation may make a Change of Control Offer in advance of, but conditioned on, the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

(h)

The Corporation shall be solely responsible for monitoring the occurrence of a Change of Control Triggering Event.

Notwithstanding the foregoing, in connection with any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes of any series validly tender and do not validly withdraw such Notes in such offer and the Corporation, or any third party making such offer in lieu of the Corporation, purchase all of the Notes validly tendered and not validly withdrawn by such Holders, the Corporation or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes of such series that remain outstanding following such purchase, at a price equal to the price offered to each other Holder in such offer plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the applicable Redemption Date.

4.2

Certain Additional Definitions

For the purposes of this First Supplemental Indenture, the following expressions shall have the following meanings:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or amalgamation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Corporation and its Subsidiaries taken as a whole to any “person” or “group” (as such term is used in Section 13(d) of the Exchange Act) other than the Corporation any of the Corporation’s Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or amalgamation) the result of which is that any “person” or “group” (as such term is used in Section 13(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, Voting Shares representing more than 50% of the voting power of the total outstanding Voting Shares; or (3) the adoption by the shareholders of the Corporation of a Plan of Liquidation. For purposes of this definition, a person will not be deemed to be a beneficial owner of securities subject to a share purchase agreement, amalgamation agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Corporation becomes a direct or indirect wholly owned Subsidiary of a Person and (ii)(A) the direct or indirect holders of the Voting Shares of such Person immediately following that transaction are substantially the same as the holders of the Corporation’s Voting Shares immediately prior to that transaction, or (B) immediately following that transaction, the holders of the Corporation’s Voting Shares immediately prior to that transaction (or another holding company satisfying the requirements of this sentence) are the beneficial owners of (as defined in Rules 13d-3 and 13d-5 under the U.S. Exchange Act), or control, directly or indirectly, Voting Shares representing 50% or more of the voting power of the total outstanding Voting Shares of such holding company.

“Change of Control Offer” means an offer to repurchase Notes pursuant to Section 4.1 hereof.

“Change of Control Payment” means, with respect to Notes tendered for repurchase pursuant to a Change of Control Offer, an amount equal to 101% of the aggregate principal amount of such Notes plus the accrued and unpaid interest on such Notes, if any, to the date of repurchase.

“Change of Control Triggering Event” means, with respect to any series of Notes, the occurrence of both a Change of Control and a Ratings Event with respect to such series of Notes.

“Designated Rating Organization” means a “designated rating organization” within the meaning of National Instrument – 25-101 Designated Rating Organizations.

“Fitch” means Fitch Ratings, Inc. and any successor to its rating agency business.

“Investment Grade Rating” means a rating equal to, or higher than, BBB (low) by Morningstar DBRS (or the equivalent of any successor rating category of Morningstar DBRS), Baa3 by Moody’s (or the equivalent of any successor rating category of Moody’s), BBB- by S&P (or the equivalent of any successor rating category of S&P), or BBB- by Fitch (or the equivalent of any successor rating category of Fitch) or, if none of these rating agencies rates the notes, the corresponding credit rating from any other Designated Rating Organization.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Morningstar DBRS” means DBRS Limited (DBRS Morningstar) and any successor to its rating agency business.

“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

“Ratings Event” means, in respect of any series of Notes, the occurrence of a decrease in the rating of the Notes to below an Investment Grade Rating by either (a) (i) two out of three of the Designated Rating Organizations, if there are three Designated Rating Organizations then rating the Notes, or (ii) three Designated Rating Organizations, if there are four or more Designated Rating Organizations then rating the Notes, or (b) each Designated Rating Organization, if there are less than three Designated Rating Organizations then rating the Notes (the “Required Threshold”) on any day within the 60-day period (which 60-day period will be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade as a result of the Change of Control by such number of Designated Rating Organization(s) which, together with each Designated Rating Organization which has already lowered its rating, would aggregate in number the Required Threshold) after the earlier of (i) the occurrence of a Change of Control and (ii) public announcement of the Corporation’s intention or agreement to effect a Change of Control; provided that a Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect to a particular Change of Control (and thus shall not be deemed a Ratings Event for purposes of the definition of Change of Control Triggering Event hereunder) if the Designated Rating Organization or Designated Rating Organizations making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee and the Corporation in writing at its or the Corporation’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Ratings Event).

“S&P” means S&P Global Ratings, a division of S&P Global Inc. and any successor to its rating agency business.

“Voting Shares” with respect to any Person means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or only so long as no senior class of shares or other relevant Equity Interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person.

GUARANTEE

5.1

Agreement to Guarantee

Each Guarantor hereby fully and unconditionally guarantees on a senior unsecured basis to each Holder of Notes, jointly and severally, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the due and punctual payment of any Additional Amounts that may be payable with respect to such Notes, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and of the Original Indenture, as supplemented by the supplemental indentures heretofore executed by the Corporation and the Trustee including this First Supplemental Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, that may be payable with respect to the Notes or any Additional Amounts that may be payable with respect to the Notes, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation.

To the extent that any Guarantor shall be required to pay any amounts on account of the Notes pursuant to a Guarantee in excess of an amount calculated as the product of (i) the aggregate amount payable by the Guarantors on account of the Notes pursuant to their respective Guarantees times (ii) the proportion (expressed as a fraction) that such Guarantor’s net worth (defined as, with respect to any Guarantor, the amount by which the fair value of the property of such Guarantor exceeds the total amount of its liabilities, including, without limitation, contingent liabilities (but only to the extent and for the amount that such contingent liabilities are likely to result in actual liabilities) determined in accordance with GAAP) at the date enforcement of the Guarantees is sought bears to the aggregate net worth of all Guarantors at such date, then such Guarantor shall be reimbursed by the other Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Guarantors at the date enforcement of the Guarantees is sought. This paragraph is intended only to define the relative rights of Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Guarantees.

Each Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the Notes, the Original Indenture or this First Supplemental Indenture, any failure to enforce the provisions of the Notes, the Original Indenture or this First Supplemental Indenture, or any waiver, modification or indulgence granted to the Corporation with respect thereto or hereto, by the Holder of the Notes or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of such Guarantor, increase the principal amount of the Notes, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, any right to require a proceeding first against the Corporation, protest or notice with respect to the Notes or the indebtedness evidenced thereby or with respect to any Additional Amounts that may be payable with respect to the Notes and all demands whatsoever, and covenants that its obligations under this Section 5.1 will not be discharged except by payment in full of the principal of, premium, if any, and interest on and any Additional Amounts that may be payable with respect to the Notes.

Each Guarantor shall be subrogated to all rights of each Holder of the Notes, the Trustee and any Paying Agent against the Corporation in respect of any amounts paid to such Holder by such Guarantor pursuant to the provisions of this Section 5.1; provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Notes of the same series issued under the Original Indenture, as supplemented by the supplemental indentures heretofore executed by the Corporation and the Trustee including this First Supplemental Indenture and Additional Amounts with respect to such Notes shall have been paid in full.

Any term or provision of the Original Indenture, as supplemented by the supplemental indentures heretofore executed by the Corporation and the Trustee, and this First Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the Notes guaranteed hereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed by such Guarantor without rendering its Guarantee, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance, fraudulent transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally.

By executing this First Supplemental Indenture, each Guarantor, jointly and severally, acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Original Indenture, including, without limitation, Section 6.03 of the Original Indenture, shall apply to such Guarantor and that such Guarantor and the Corporation, jointly and severally, are obligated to compensate, reimburse, and indemnify the Trustee in accordance with the terms of the Original Indenture, including, without limitation, Section 6.03 of the Original Indenture.

5.2

Additional Amounts

The obligations of the Corporation pursuant to Section 9.07 of the Original Indenture shall apply, mutatis mutandis, to each Guarantor.

5.3

Execution and Delivery

To evidence its Guarantee set forth in Section 5.1 hereof, the Guarantor hereby agrees that this First Supplemental Indenture shall be executed on behalf of the Guarantor by one or more authorized officers or persons holding an equivalent title.

The Guarantor hereby agrees that its Guarantee set forth in Section 5.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

5.4

Release of Guarantee

A Guarantor will be automatically and unconditionally released and relieved of its obligations under its Guarantee in respect of the Notes, and such Guarantee will be terminated, upon receipt by the Trustee of a Corporation Order (without the consent of the Trustee) requesting such release, (i) upon satisfaction and discharge of the Original Indenture, (ii) upon defeasance or covenant defeasance with respect to the Notes, in each case, under the terms of the Original Indenture, (iii) from and including the Credit Agreements Termination Date and (iv) prior to the Credit Agreements Termination Date, if that Guarantor ceases to guarantee any Indebtedness under the Credit Agreements, except if the release or discharge thereof results from a demand for payment under such Guarantee. At the request and expense of the Corporation, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

In accordance with and to give effect to the other provisions of this Section 5, it is hereby acknowledged and agreed by the Trustee, and each holder of any Note by its acceptance thereof shall be deemed to have agreed, that as and when and to the extent the form of guarantee provided and delivered by the Guarantors under the Credit Agreements is amended, modified, restated, amended and restated or replaced, then the Guarantee of the Notes shall be contemporaneously and accordingly amended, modified, restated, amended and restated or replaced with a new form of guarantee of the Notes hereunder that is substantially similar (with such adjustments as are necessary for a guarantee of Notes) as the new form of guarantee provided and delivered by the Guarantors under the Credit Agreement, without any action or consent required on the part of either the Trustee or the Noteholders.

5.5

Limitation of Liability

Any term or provision of the Original Indenture to the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed thereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering the Original Indenture, as it relates to such Guarantor, voidable under applicable U.S. federal or state law relating to fraudulent conveyance or fraudulent transfer.

Notwithstanding Section 5.1, if the guarantees of any Guarantor provided under the Credit Agreements are limited to a maximum amount in accordance with the terms of the Credit Agreements or such guarantee, the Guarantee of such Guarantor provided pursuant to this Indenture shall be limited to the same maximum amount.

5.6

Additional Guarantors

The Corporation covenants and agrees that, within 30 days after the accession of a Subsidiary of the Corporation having been finalized as a guarantor in respect of obligations under the then-existing Credit Agreements, it shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture, with all amendments and variations thereto as may be necessary or advisable under applicable law, as determined by the Corporation, pursuant to which such Subsidiary shall Guarantee, on a senior basis, all of the obligations of the Corporation under the Notes in accordance with the Original Indenture with the same effect and to the same extent as if such Subsidiary had been named therein as a Guarantor.

5.7

Certain Additional Definitions

For the purposes of this First Supplemental Indenture, the following expression shall have the following meaning:

“Credit Agreements Termination Date” means the first date on which there is no Credit Agreement in full force and effect.

GENERAL

6.1

Effectiveness

This First Supplemental Indenture will become effective upon its execution and delivery.

6.2

Effect of Recitals

The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Corporation of the Notes or the proceeds thereof. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Notes except that the Trustee represents that it is duly authorized to execute and deliver this First Supplemental Indenture, authenticate the Notes and perform its obligations under the Original Indenture and hereunder, and that the statements made by it or to be made by it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Corporation are true and accurate.

6.3

Ratification of Original Indenture

The Original Indenture as supplemented by this First Supplemental Indenture is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided.

6.4

Limitation on Liability

The Trustee shall act at the direction of the requisite Holders without liability. In acting hereunder, all of the rights, privileges, protections, indemnities, immunities and benefits afforded to the Trustee under the Original Indenture are deemed to be incorporated herein and shall be enforceable by the Trustee hereunder as if set forth herein in full.

6.5

Jurisdiction; Agent for Process

Each of the parties hereto hereby irrevocably consents to the jurisdiction of the courts of the State of New York and of any U.S. federal court located in the Borough of Manhattan in the State of New York in connection with any action, suit or other proceeding arising out of or relating to this First Supplemental Indenture or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue.

By its execution and delivery of this First Supplemental Indenture, the Guarantors and the Corporation irrevocably designate and appoint Gildan Activewear USA Inc., a Delaware corporation, as each Guarantor’s and the Corporation’s authorized agent (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or relating to this First Supplemental Indenture, the Notes and the Guarantees but for that purpose only, and agree that service of process upon said Gildan Activewear USA Inc., and written notice of such service to the Guarantors or the Corporation in the manner provided in Section 1.06 of the Original Indenture, shall be deemed in every respect effective service of process upon the Guarantors or the Corporation, respectively, in any such action, suit or proceeding in any federal or state court in the Borough of Manhattan, The City of New York.

Notwithstanding the foregoing, the Guarantors and the Corporation reserve the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in the discretion of the Corporation or the Guarantors, as applicable, as a successor Authorized Agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior Authorized Agent shall terminate. The Guarantors or the Corporation, as applicable, shall give written notice to the Trustee and all Holders of the designation by them of a successor Authorized Agent. If for any reason an Authorized Agent ceases to be able to act as an Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Guarantors or the Corporation, as applicable, will designate a successor Authorized Agent in accordance with the preceding sentence. The Guarantors or the Corporation, as applicable, further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue the designation and appointment of said Gildan Activewear USA Inc., or of any successor Authorized Agent of the Guarantor or the Corporation, as applicable, in full force and effect so long as any of the Notes or Guarantees shall be outstanding.

6.6

Governing Law

This First Supplemental Indenture (including the Guarantee provided herein), the Original Indenture as supplemented hereby and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

6.7

Severability

In case any provision in this First Supplemental Indenture (including the Guarantee provided herein), the Original Indenture as supplemented hereby or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.8

Acceptance of Trust

The Trustee hereby accepts the trusts in this First Supplemental Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein before set forth in trust for the various Persons who shall from time to time be Holders subject to all the terms and conditions herein set forth.

6.9

Counterparts and Formal Date

This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date first above written. This First Supplemental Indenture, the Original Indenture as supplemented hereby and the Notes shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (the “UCC”) (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto and thereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This First Supplemental Indenture, the Original Indenture as supplemented hereby and the Notes may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings. For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative)), in English. The Corporation agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

IN WITNESS WHEREOF the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

GILDAN ACTIVEWEAR INC.

By	/s/ Luca Barile
	Name:	Luca Barile
	Title:	Executive Vice-President, Chief Financial Officer