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.”
PURCHASE AGREEMENTPurchase Agreement • August 12th, 2013 • 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 August 12, 2013 (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.
