0001104659-05-032480 Sample Contracts

CREDIT AGREEMENT Dated as of July 14, 2005 among
Credit Agreement • July 14th, 2005 • Carter William Co • Apparel & other finishd prods of fabrics & similar matl • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 14, 2005, 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”), CREDIT SUISSE, as Syndication Agent (in such capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., U.S. BANK NATIONAL ASSOCIATION and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents (in such capacities, the “Co-Documentation Agents”) and BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE, as Joint Lead Arrangers and Joint Bookrunning Managers (in such capacities, the “Arrangers”).

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