STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
EXECUTION VERSION THE WILLIAM CARTER COMPANY 10.875% SENIOR SUBORDINATED NOTES DUE 2011 PURCHASE AGREEMENTPurchase Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
SERIES A AND SERIES B 10.875% SENIOR SUBORDINATED NOTES DUE 2011Indenture • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is made as of August 15, 2001, (the "Effective Date") among Carter Holdings, Inc., a Massachusetts corporation ("Holdings"), The...Employment Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
Exhibit 10.10 AMENDED AND RESTATED STOCK PLEDGE AGREEMENT This Amended and Restated Stock Pledge Agreement (the "Agreement"), is entered into as of August 15, 2001 by and between Frederick J. Rowan, II ("Pledgor") and The William Carter Company, a...Stock Pledge Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
CARTER'S DE SAN PEDRO, INC. AND CARTER'S IMAGINATION, INC.Exchange and Registration Rights Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
RECITALSStock Purchase Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
ISIN ______________ 10.875% Series B Senior Subordinated Notes due 2011Indenture • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl
Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is made as of August 15, 2001 (the "Effective Date") between The William Carter Company, a Massachusetts corporation (the...Employment Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is made as of August 15, 2001 (the "Effective Date"), between The William Carter Company, a Massachusetts corporation (the...Employment Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
Exhibit 10.12 LEASE AGREEMENT ATLANTA, GEORGIA THE PROSCENIUM BUILDING LANDLORD: PROSCENIUM, L.L.C. TENANT: THE WILLIAM CARTER COMPANY SUITE: 1000 SQ. FT.: 60,000 RENTABLE SQUARE FEET TERM: ONE HUNDRED TWENTY (120) MONTHS TABLE OF CONTENTSLease Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl
Exhibit 10.8 CREDIT AND GUARANTY AGREEMENT DATED AS OF AUGUST 15, 2001Credit and Guaranty Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is made as of August 15, 2001 (the "Effective Date"), between The William Carter Company, a Massachusetts corporation (the...Employment Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • New York
THE WILLIAM CARTER COMPANY The Proscenium 1170 Peachtree Street NE Suite 900 Atlanta, GA 30309Exchange Agency Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
The William Carter Company, a Massachusetts corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $175,000,000 aggregate principal amount of its 10.875% Series B Senior Subordinated Notes due 2011 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its outstanding 10.875% Senior Subordinated Notes due 2011 (the "Outstanding Notes"), of which $175,000,000 aggregate principal amount is outstanding. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated __________, 2001 (the "Prospectus"), a copy of which is attached to this Agreement as ATTACHMENT A and is a part of this Agreement, proposed to be distributed to all record holders of the Outstanding Notes. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Prospectus.
