0001104659-06-029031 Sample Contracts

Contract
Carters Inc • April 28th, 2006 • Apparel & other finishd prods of fabrics & similar matl • New York

AMENDMENT NO. 1, dated as of April 28, 2006 (this “Amendment No. 1”), 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, and the Required Lenders, the Term Lenders and the Additional Term 1 Lenders (as defined below), in each case listed on the signature pages hereto, to the Credit Agreement dated as of July 14, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among the Borrower, the Administrative Agent and the Lenders named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

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