CARTER'S, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • October 10th, 2003 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
LEASE AGREEMENTLease Agreement • October 1st, 2003 • Carter Holdings Inc • Apparel & other finishd prods of fabrics & similar matl
CREDIT AGREEMENT Dated as of October 15, 2010 among THE WILLIAM CARTER COMPANY, as Borrower, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Collateral Agent, JPMORGAN CHASE BANK, N.A.,Credit Agreement • October 21st, 2010 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 15, 2010, among THE WILLIAM CARTER COMPANY, a Massachusetts corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender (in such capacity, the “Swing Line Lender”), L/C Issuer (as defined) and Collateral Agent (in such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Syndication Agent (in such capacity, the “Syndication Agent”), ROYAL BANK OF CANADA, SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents (in such capacities, the “Co-Documentation Agents”) and BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Bookrunning Manager (in such capacities, the “Arranger”).
EXHIBIT 1 FORM OF UNDERWRITING AGREEMENT CARTER'S, INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2003 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
Exhibit 10.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is made as of October 2, 2003, among Carter's, Inc., a Delaware corporation ("Carter's"), The William Carter Company, a...Employment Agreement • October 10th, 2003 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
INVOLVINGCarters Inc • March 16th, 2005 • Apparel & other finishd prods of fabrics & similar matl • Georgia
FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE (the "Fourth Amendment"), is made this 21st day of December, 2004, by and between THE MANUFACTURERS LIFE INSURANCE COMPANY (USA) (as "Landlord") and THE WILLIAM CARTER COMPANY (as "Tenant"). WITNESSETH: WHEREAS, Proscenium, LLC and Tenant did enter into that certain Lease Agreement (the "Original Lease"), dated as of February ____, 2001, for space in that certain building in Atlanta, Georgia known as "The Proscenium" (the "Building"). WHEREAS, Proscenium, LLC and Tenant did enter into that certain First Amendment to Lease (the "First Amendment"), dated May __, 2001. WHEREAS, Proscenium, LLC and Tenant did enter into that certain Second Amendment to Lease (the "Second Amendment"), dated as of June ____, 2001. WHEREAS, Proscenium, LLC and Tenant did enter into that certain Third Amendment to Lease (the "Third Amendment"), dated as of October ____, 2001. WHEREAS, the Original Lease, as modified by the First Amendment, Second Amendme
EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of April 1, 1998 (the "Effective Date"), between The William Carter Company, a Massachusetts corporation (the "Company"), and Michael D. Casey ("Executive"). Certain...Employment Agreement • June 16th, 1998 • Carter Holdings Inc • Apparel & other finishd prods of fabrics & similar matl • New York
REGISTRATION RIGHTS AGREEMENT by and among The William Carter Company, the Guarantors named herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the Initial Purchasers Named in Schedule A to the Purchase Agreement Dated...Registration Rights Agreement • August 12th, 2013 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 12, 2013, by and among The William Carter Company, a Massachusetts corporation (the “Company”), each of the entities listed on the signature pages hereto (collectively, the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) on behalf of the initial purchasers set forth on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.250% Senior Notes due 2021 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees are herein collectively referred to as the “Securities.”
CARTER'S, INC. THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 16th, 2005 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
Article V Termination of AgreementSplit-Dollar Agreement • August 25th, 2003 • Carter Holdings Inc • Apparel & other finishd prods of fabrics & similar matl • Connecticut
Ex. 4.2 CARTER HOLDINGS, INC. 12% Senior Subordinated Notes due 2008 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTCarter Holdings Inc • May 22nd, 1998 • Apparel & other finishd prods of fabrics & similar matl • New York
PURCHASE AGREEMENTPurchase Agreement • May 11th, 2020 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of May 11, 2020 (the “Indenture”), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
EXHIBIT 10.18 FIRST AMENDMENT TO AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This Amendment ("Amendment") is made this 30 day of October, 1996, by and between Frederick J. Rowan, II ("Executive") and The William Carter Company, a...Supplemental Executive Retirement Agreement • August 25th, 2003 • Carter Holdings Inc • Apparel & other finishd prods of fabrics & similar matl
ARTICLE I DEFINITIONSTrust Agreement • August 25th, 2003 • Carter Holdings Inc • Apparel & other finishd prods of fabrics & similar matl • Georgia
INDENTURE Dated as of May 11, 2020 Between THE WILLIAM CARTER COMPANY, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.500% SENIOR NOTES DUE 2025Indenture • May 11th, 2020 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
INDENTURE, dated as of May 11, 2020, between The William Carter Company, a Massachusetts corporation (together with any successor hereunder, the “Company”), Carter’s, Inc., a Delaware corporation (together with any successor hereunder, “Carter’s”) and the other Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
AMENDED AND RESTATED SEVERANCE AGREEMENTAmended and Restated Severance Agreement • March 2nd, 2011 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
This Amended and Restated Severance Agreement (“Agreement”) is made as of March 2, 2011 (the “Effective Date”), by and between The William Carter Company (the “Company”) and Brian J. Lynch (the “Executive”). Except as otherwise provided in Section 14(b) hereof, this Agreement shall replace in its entirety the letter agreement between Executive and the Company dated as of June 6, 2008, as amended from time to time (the “Prior Agreement”) and the Severance Agreement between the Executive and the Company dated as of August 25, 2010 (the “Severance Agreement”).
Form of Underwriting Agreement Carter's, Inc. Common Stock, par value $0.01 per shareCarters Inc • August 27th, 2004 • Apparel & other finishd prods of fabrics & similar matl • New York
Goldman, Sachs & Co., Banc of America Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co. Incorporated, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.
16,350,000 12% Senior Subordinated Notes due 2008Carter Holdings Inc • May 22nd, 1998 • Apparel & other finishd prods of fabrics & similar matl • New York
AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • April 28th, 2014 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
This Amended and Restated Severance Agreement (“Agreement”) is made as of March 5, 2014 (the “Effective Date”), by and between The William Carter Company (the “Company”) and Michael D. Casey (the “Executive”). Except as otherwise provided in Section 14(b) hereof, this Agreement shall replace in its entirety the Amended and Restated Employment Agreement between Executive and the Company dated as of August 15, 2001, as it had been further amended from time to time (the “Prior Agreement”), the Severance Agreement between the Executive and the Company dated as of August 25, 2010 (the “Severance Agreement”), and the Amended and Restated Severance Agreement between the Executive and the Company dated as of March 2, 2011 (the “Amended Severance Agreement”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 4th, 2012 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 31, 2012, among THE WILLIAM CARTER COMPANY, a Massachusetts corporation (the “U.S. Borrower”), the Canadian Borrower (as defined), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, U.S. Dollar Facility Swing Line Lender (in such capacity, the “U.S. Dollar Facility Swing Line Lender”), U.S. Dollar Facility L/C Issuer (as defined) and Collateral Agent (in such capacity, the “Collateral Agent”), BANK OF AMERICA, N.A., CANADA BRANCH, as Canadian Agent, Multicurrency Facility Swing Line Lender (in such capacity, the “Multicurrency Facility Swing Line Lender”) and as a Multicurrency Facility L/C Issuer (as defined), JPMORGAN CHASE BANK, N.A., as Syndication Agent (in such capacity, the “Syndication Agent”), ROYAL BANK OF CANADA, SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentatio
AGREEMENT AND PLAN OF MERGER dated as of May 10, 2005 by and among THE WILLIAM CARTER COMPANY, BLUE MERGER CORP. and OSHKOSH B’GOSH, INC.Agreement and Plan of Merger • May 11th, 2005 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 10, 2005 (this “Agreement”), is by and among The William Carter Company, a Massachusetts corporation (“Parent”), Blue Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and OshKosh B’Gosh, Inc., a Delaware corporation (the “Company”).
CARTER HOLDINGS, INC. to STATE STREET BANK AND TRUST COMPANY Trustee SUPPLEMENTAL INDENTURE Dated as of March 25, 1997 amending and restating the INDENTURE Dated as of October 30, 1996 $20,000,000 12% Senior Subordinated Notes Due October 1, 2008Supplemental Indenture • June 16th, 1998 • Carter Holdings Inc • Apparel & other finishd prods of fabrics & similar matl • New York
AMENDMENT NO.1 OF CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • August 23rd, 2002 • Carter Holdings Inc • Apparel & other finishd prods of fabrics & similar matl • New York
FORM OF Restricted Stock Award Agreement (Time Vesting)Form of Restricted Stock Award Agreement • April 28th, 2023 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is by and between the “Participant” and Carter’s, Inc. (the “Company”) pursuant to the Carter’s, Inc. Amended and Restated Equity Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not otherwise defined herein shall have the meaning provided in the Plan.
ContractLetter Agreement • February 27th, 2009 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl
STOCK PURCHASE AGREEMENT BY AND AMONG NORTHSTAR CANADIAN OPERATIONS CORP., THE WILLIAM CARTER COMPANY, 993520 ONTARIO LIMITED, 1054451 ONTARIO INC., THE HOLDERS OF SECURITIES OF 993520 ONTARIO LIMITED ANDStock Purchase Agreement • August 1st, 2011 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
THIS STOCK PURCHASE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of June 20, 2011 by and among Northstar Canadian Operations Corp., a Canadian corporation (“Buyer”), The William Carter Company (the “Guarantor”), 993520 Ontario Limited, a Canadian corporation (“Holdings Limited”), 1054451 Ontario Inc., a Canadian corporation (“Holdings Incorporated”, and, together with Holdings Limited, the “Target Companies”), each of the holders of outstanding shares of capital stock of Holdings Limited listed on Annex I hereto (the “Holdings Limited Shareholders”), each of the holders of outstanding shares of capital stock of Holdings Incorporated listed on Annex I hereto (the “Holdings Incorporated Shareholders”, and, together with the Holdings Limited Shareholders, the “Sellers”) and Paul Rubinstein, in his capacity as the Sellers’ Representative.
VOTING AGREEMENTVoting Agreement • May 11th, 2005 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS VOTING AGREEMENT, dated as of May 10, 2005 (this “Agreement”), is among The William Carter Company, a Massachusetts corporation (“Bidder”), and each of the other parties signatory hereto (each a “Stockholder” and collectively the “Stockholders”).
LEASE AGREEMENT BY AND BETWEEN PHIPPS TOWER ASSOCIATES, LLC AS LANDLORD AND THE WILLIAM CARTER COMPANY AS TENANTLease Agreement • December 14th, 2012 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Georgia
In consideration of the rents, covenants and agreements hereinafter contained, the Landlord and Tenant hereby agree as follows:
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 27th, 2018 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
LEASELease • April 27th, 2012 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl
THIS LEASE (the "Lease") is executed this _____ day of _______________________, 2012, by and between DUKE SECURED FINANCING 2009-1 ALZ, LLC, a Delaware limited liability company ("Landlord"), and THE WILLIAM CARTER COMPANY, a Massachusetts corporation ("Tenant").
CONSULTING AGREEMENTConsulting Agreement • February 27th, 2024 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Georgia
This Consulting Agreement (this “Agreement”) is entered into as of February 21, 2024, by and among The William Carter Company (the “Company”), and Brian J. Lynch (“Consultant”). This Agreement shall become effective on the date on which the closing occurs pursuant to Section 4 of this Agreement (the “Effective Date”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • October 24th, 2013 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made and entered into as of the 17th day of June, 2013 (the “Second Amendment Effective Date”), by and between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a wholly owned subsidiary of Manulife Financial Corporation, successor to Phipps Tower Associates, LLC, a Delaware limited liability company (“Landlord”), and THE WILLIAM CARTER COMPANY, a Massachusetts corporation, doing business as Carter’s (“Tenant”).
EXHIBIT 10.17 AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This Amended and Restated Supplemental Executive Retirement Agreement (this "Agreement") is made as of November 1, 1993 between Frederick J. Rowan, II ("Executive") and The...Supplemental Executive Retirement Agreement • August 25th, 2003 • Carter Holdings Inc • Apparel & other finishd prods of fabrics & similar matl • Connecticut
SIXTH AMENDMENT TO LEASELease • March 2nd, 2011 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 23rd, 2005 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl
THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 22, 2005 among The William Carter Company, a Massachusetts corporation (the “Company”), the Guarantors party thereto (the “Guarantors”), and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee under the Indenture referred to below (the “Trustee”).
