GFSI INC
FIRST AMENDMENT TO SECOND CONSENT
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>2
<FILENAME>ex10-33.txt
<DESCRIPTION>FIRST AMENDMENT TO SECOND CONSENT
<TEXT>
                FIRST AMENDMENT TO SECOND CONSENT AND AMENDMENT

         This First Amendment to Second Consent and Amendment (the "First
Amendment") is dated as of June 21, 2004, among GFSI, Inc., a Delaware
corporation ("Borrower"), GFSI Holdings, Inc., a Delaware corporation
("Holdings"), Event 1, Inc., a Kansas corporation ("Event 1"), CC Products,
Inc., a Delaware corporation ("CC Products"), each of the financial
institutions a party to hereto (such financial institutions, together with
their successors and assigns, are referred to in this First Amendment each
individually as a "Lender" and collectively as the "Lenders"), and Bank of
America, N.A., as agent for the Lenders (in its capacity as agent, the
"Agent"). Capitalized terms that are used in this First Amendment but are not
otherwise defined in this First Amendment have the meanings ascribed to them
in the Credit Agreement and the Second Consent and Amendment (as each are
defined below).

                                   Recitals
                                   --------

         1. Borrower, Holdings, the Lenders and the Agent entered into the
Credit Agreement dated as of March 28, 2002 (as it has been or may hereafter
be amended, restated, supplemented, extended or otherwise modified, the
"Credit Agreement")

         2. Borrower, Holdings, Event 1, CC Products, the Lenders and the
Agent entered into the Second Consent and Amendment dated as of August 12,
2003 (the "Second Consent and Amendment") in connection with the Sale and
Relocation transactions.

         3. In connection with the Sale and Relocation Transactions, Borrower,
Holdings, Event 1 and CC Products have further requested that the Lenders and
Agent execute and deliver this First Amendment to clarify the intentions of
the parties.

                                   Agreement
                                   ---------

         Therefore, in consideration of the mutual execution of this First
Amendment and other good and valuable consideration, the parties to this First
Amendment agree as follows:

         1. Definitions. Capitalized terms that are used in this First
Amendment but are not otherwise defined in this First Amendment shall have the
meanings ascribed to them in the Credit Agreement.

         2.  Modification.  Section 3 of the Second Consent and Amendment is
amended to add the following additional subsection 3(c):

                  (c) The definition of "Capital Expenditures" is amended in
         its entirety so that as amended, it reads as follows:

                  "Capital Expenditures" means all payments due (whether or
         not paid during any fiscal period) in respect of the cost of any
         fixed asset or improvement, or replacement, substitution, or addition
         thereto, which has a useful life of more than one year, including,



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         without limitation, those costs arising in connection with the direct
         or indirect acquisition of such asset by way of increased product or
         service charges or in connection with a Capital Lease. Provided,
         however, for the purpose of calculating the Fixed Charge Coverage
         Ratio for a particular fiscal period, the amount of Capital
         Expenditures subtracted from EBITDA shall be reduced by the following
         amounts for the specified months:

                  Month:                         Reduction in amount of
                                                 Capital Expenditures for
                                                 calculations of the FCCR:

                  October, 2003                  $169,000

                  November, 2003                 $406,000

                  December, 2003                 $1,038,000

                  January, 2004                  $360,000

                  February, 2004                 $408,000

                  March, 2004                    $73,000

                  April, 2004                    $291,000

                  May, 2004                      $52,000



                  3. Miscellaneous. All references in the Second Consent and
         Amendment to the "Consent and Amendment" or "Second Consent and
         Amendment" will be deemed to include this First Amendment and the
         terms contained in this First Amendment. Except as amended by this
         First Amendment or otherwise inconsistent with the terms of this
         First Amendment, all terms and conditions of the Second Consent and
         Amendment remain in full force and effect in accordance with its
         terms. This First Amendment may be executed in any number of
         counterparts, all of which taken together will constitute one and the
         same amendatory instrument. Any of the parties to this First
         Amendment may execute this First Amendment by signing any such
         counterpart and sending it by telecopier, mail messenger or courier
         to the Agent or the Agent's counsel. The parties intend that this
         First Amendment be interpreted, and the rights and liabilities of the
         parties to this First Amendment be determined, under the internal
         laws (as opposed to the conflict of laws provisions) of Illinois; but
         the Agent and the Lenders retain all rights arising under federal
         law.



                                      -2-
<PAGE>


         IN WITNESS WHEREOF, the parties to this First Amendment have caused
it to be duly executed as of the day and year first above written.

                                             "BORROWER"

                                             GFSI, Inc.


                                             By: /s/ Larry D. Graveel
                                                 ------------------------
                                                 Larry Graveel, President



                                             "HOLDINGS"

                                             GFSI Holdings, Inc.


                                             By: /s/ Larry D. Graveel
                                                 ------------------------
                                                 Larry Graveel, President



                                             EVENT 1, INC.


                                             By: /s/ Larry D. Graveel
                                                 ------------------------
                                                 Larry Graveel, President



                                             CC PRODUCTS, INC.


                                             By: /s/ Larry D. Graveel
                                                 ------------------------
                                                 Larry Graveel, President





















[This is one of the signature pages to the First Amendment to Second Consent
and Amendment dated as of June 21, 2004.]


                                      - 3 -
<PAGE>


                                            "AGENT"

                                            BANK OF AMERICA, N.A., as the Agent

                                            By:    /s/ Dan Petrik
                                                   --------------------------
                                                   Dan Petrik, Vice President



                                            "LENDERS"

                                            BANK OF AMERICA, N.A., as a Lender

                                            By:    /s/ Dan Petrik
                                                   --------------------------
                                                   Dan Petrik, Vice President



















[This is one of the signature pages to the First Amendment to Second Consent
and Amendment dated as of June 21, 2004.]




                                      -4-
<PAGE>





                                            THE CIT GROUP/COMMERCIAL
                                            SERVICES, INC., as a Lender

                                            By:  /s/ James R. Harris
                                                 ------------------------------
                                                 James R. Harris,Vice President























[This is one of the signature pages to the First Amendment to Second Consent
and Amendment dated as of June 21, 2004.]


                                       -5-
<PAGE>


                                          U.S. BANK NATIONAL
                                          ASSOCIATION, as a Lender


                                          By:   /s/ Thomas Visconti
                                                -------------------------------
                                                Thomas Visconti, Vice President























[This is one of the signature pages to the First Amendment to Second Consent
and Amendment dated as of June 21, 2004.]

                                    -6-

<PAGE>


                           Reaffirmation of Guaranty
                           -------------------------

         The undersigned Guarantor acknowledges receipt of a copy of this
First Amendment to Second Consent and Amendment, and reaffirms the Guaranty
dated March 28, 2002, between GFSI Holdings, Inc. and Agent.



                                              GFSI Holdings, Inc.

                                              By:  /s/ Larry D. Graveel
                                                   ------------------------
                                                   Larry Graveel, President




















                                      -7-



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