Second Supplemental Indenture, dated May 11, 2017, by and among Skip Hop Holdings, Inc., Skip Hop, Inc., and Wells Fargo Bank, National Association, as Trustee

EX-4.4 2 cri-20171230exh44.htm EXHIBIT 4.4 Exhibit

Exhibit 4.4

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of May 11,

2017, among Skip Hop Holdings, Inc., a Delaware corporation (“Skip Hop Holdings”), Skip

Hop, Inc., a New York corporation (together with Skip Hop Holdings, the “Guaranteeing

Subsidiaries”), a subsidiary of The William Carter Company, a Massachusetts corporation (the

“Company”), and Wells Fargo Bank, National Association, a national banking association, as

trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company and the initial Guarantors have heretofore executed and

delivered to the Trustee an Indenture (the “Indenture”), dated as of August 12, 2013, providing

for the issuance of an unlimited aggregate principal amount of 5.250% Senior Notes due 2021

(the “Notes”), of which $400,000,000 were initially issued on the Issue Date;

WHEREAS, pursuant to Section 9.01 of the Indenture, a Person may be joined as a

“Guarantor” under the Indenture upon execution and delivery by such Person and the Trustee of

a supplemental indenture to the Indenture;

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing

Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which

each of the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s

Obligations under the Notes and the Indenture on the terms and conditions set forth herein and

under the Indenture (the “Guarantee”);

WHEREAS, solely for purposes of determining withholding Taxes imposed under the

Foreign Account Tax Compliance Account (“FATCA”), the Trustee shall treat the Notes as

qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section

1.1471-2(b)(2)(i);

WHEREAS, each party hereto has duly authorized the execution and delivery of this

Supplemental Indenture and has done all things necessary to make this Supplemental Indenture a

valid agreement in accordance with its terms; and

WHEREAS, pursuant to Sections 9.01 and 9.06 of the Indenture, the Trustee is

authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto

mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the

meanings assigned to such terms in the Indenture.

(2) Agreement to Guarantee. Each of the Guaranteeing Subsidiaries hereby agrees to

provide an unconditional Guarantee on the terms and subject to the conditions set forth in the

Indenture, including, but not limited to, Article X thereof.

(3) No Recourse Against Others. No past, present, or future director, officer, employee,

member, manager, partner, incorporator, or stockholder of the Company or any Guarantor, or

any parent companies or subsidiaries of the Company and the Guarantors (other than the

Company and the Guarantors) shall have any liability for any obligations of the Company or the

Guarantors under the Notes, the Indenture, this Supplemental Indenture, the Guarantees or for

any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder

of Notes, by accepting a Note, waives and releases all such liability. The waiver and release are

part of the consideration for issuance of the Notes.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED

BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW

YORK.

(5) Counterparts. The parties hereto may sign any number of copies of this Supplemental

Indenture. Each signed copy shall be an original, but all of them together represent the same

agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when

taken together, shall constitute one instrument. The exchange of copies of this Supplemental

Indenture and of signature pages by facsimile or PDF transmission shall constitute effective

execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in

lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto

transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(6) Effect of Headings. The Section headings herein are for convenience only and shall

not affect the construction hereof.

(7) The Trustee. The Trustee accepts the amendments of the Indenture effected by this

Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the

terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.

Without limiting the generality of the foregoing, the Trustee shall not be responsible in any

manner whatsoever for or with respect to any of the recitals or statements contained herein, all of

which recitals or statements are made solely by the Company, or for or with respect to (i) the

validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof,

(ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due

execution hereof by the Company or (iv) the consequences of any amendment herein provided

for, and the Trustee makes no representation with respect to any such matters.

(8) Successors. All agreements of each of the Guaranteeing Subsidiaries in this

Supplemental Indenture shall bind its respective Successors, except as otherwise provided in this

Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind

its successors.