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- S-4 Registration of securities issued in business combination transactions
- 1.1 Senior Note Purchase Agreement
- 1.2 Joinder to the Senior Note Purchase Agreement
- 2.1 Agreement and Plan of Merger
- 3.1 Articles of Organization of Burlington Coat Factory of Alabama, LLC.
- 3.2 Limited Liability Company Agreement of Burlington Coat Factory of Alabama, LLC
- 3.3 Articles of Organization of Burlington Coat Factory Realty of Huntsville LLC
- 3.4 Amended & Restated LLC Agmt. of Burlington Coat Factory Realty of Huntsville LLC
- 3.5 Cert. of Incorporation of Burlington Coat Factory Warehouse of Anchorage, Inc
- 3.6 By-laws of Burlington Coat Factory Warehouse of Anchorage, Inc
- 3.7 Articles of Organization of Burlington Coat Factory of Arizona, LLC.
- 3.8 Limited Liability Company Agreement of Burlington Coat Factory of Arizona, LLC
- 3.9 Articles of Incorporation of Burlington Coat Factory Realty of Desert Sky, Inc
- 3.10 By-laws of Burlington Coat Factory Realty of Desert Sky, Inc
- 3.11 Articles of Incorporation of Burlington Coat Factory Realty of Mesa, Inc
- 3.12 By-laws of Burlington Coat Factory Realty of Mesa, Inc
- 3.13 Articles of Organization of Burlington Coat Factory of Arkansas, LLC.
- 3.14 Limited Liability Company Agreement of Burlington Coat Factory of Arkansas, LLC
- 3.15 Certificate of Formation of Baby Depot of California, LLC
- 3.16 Limited Liability Company Agreement of Baby Depot of California, LLC
- 3.17 Certificate of Formation of Burlington Coat Factory of California, LLC
- 3.18 LLC Agreement of Burlington Coat Factory of California, LLC.
- 3.19 Articles of Incorporation of Burlington Coat Factory Realty of Dublin, Inc
- 3.20 By-laws of Burlington Coat Factory Realty of Dublin, Inc
- 3.21 Certificate of Incorporation of Burlington Coat Factory Realty of Florin, Inc
- 3.22 By-laws of Burlington Coat Factory Realty of Florin, Inc
- 3.23 Articles of Incorporation of Burlington Coat Factory Realty of Ventura, Inc
- 3.24 By-laws of Burlington Coat Factory Realty of Ventura, Inc
- 3.25 Articles of Organization of Burlington Coat Factory Warehouse of San Bernadino
- 3.26 LLC Agreement of Burlington Coat Factory Warehouse of San Bernadino, LLC
- 3.27 Articles of Organization of MJM Designer Shoes of California, LLC
- 3.28 Limited Liability Company Agreement of MJM Designer Shoes of California, LLC
- 3.29 Articles of Organization of Burlington Coat Factory of Colorado, LLC
- 3.30 Limited Liability Company Agreement of Burlington Coat Factory of Colorado, LLC
- 3.31 Articles of Organization of Burlington Coat Factory of Connecticut, LLC
- 3.32 Limited Liability Company Agmt. of Burlington Coat Factory of Connecticut, LLC
- 3.33 Certificate of Incorporation of Burlington Coat Realty of East Windsor, Inc.
- 3.34 By-laws of Burlington Coat Realty of East Windsor, Inc.
- 3.35 Articles of Organization of Cohoes Fashions of Connecticut, LLC
- 3.36 Limited Liability Company Agreement of Cohoes Fashions of Connecticut, LLC
- 3.37 Certificate of Formation of Burlington Coat Factory of Delaware, LLC
- 3.38 Limited Liability Company Agreement of Burlington Coat Factory of Delaware, LLC
- 3.39 Certificate of Incorporation of Burlington Coat Factory of Texas, Inc.
- 3.40 By-laws of Burlington Coat Factory of Texas, Inc.
- 3.41 Certificate of Limited Partnership of Burlington Coat Factory of Texas, L.P.
- 3.42 Limited Partnership Agreement of Burlington Coat Factory of Texas, L.P.
- 3.43 Certificate of Incorporation of Burlington Coat Factory Investments Holdings Inc
- 3.44 By-laws of Burlington Coat Factory Investments Holdings, Inc.
- 3.45 Certificate of Incorporation of Burlington Coat Factory Purchasing, Inc.
- 3.46 By-laws of Burlington Coat Factory Purchasing, Inc.
- 3.47 Certificate of Incorporation of Burlington Coat Factory Realty Corp.
- 3.48 By-laws of Burlington Coat Factory Realty Corp.
- 3.49 Certificate of Incorporation of Burlington Coat Factory Warehouse Corporation
- 3.50 By-laws of Burlington Coat Factory Warehouse Corporation
- 3.51 Certificate of Incorporation of C.f.i.c. Corporation
- 3.52 By-laws of C.f.i.c. Corporation
- 3.53 Certificate of Incorporation of C.F.B., Inc.
- 3.54 By-laws of C.F.B., Inc.
- 3.55 Certificate of Incorporation of C.L.B., Inc.
- 3.56 By-laws of C.L.B., Inc.
- 3.57 Certificate of Formation of MJM Designer Shoes of Delaware, LLC
- 3.58 Limited Liability Company Agreement of MJM Designer Shoes of Delaware, LLC
- 3.59 Certificate of Formation of Bee Ridge Plaza, LLC
- 3.60 Operating Agreement and Regulations of Bee Ridge Plaza, LLC
- 3.61 Articles of Organization of Burlington Coat Factory of Florida, LLC
- 3.62 Limited Liabilty Company Agreement of Burlington Coat Factory of Florida, LLC
- 3.63 Cert. of Incorporation of Burlington Coat Factory Realty of Coral Springs, Inc.
- 3.64 By-laws of Burlington Coat Factory Realty of Coral Springs, Inc.
- 3.65 Articles of Incorporation of Burlington Coat Factory Realty of Orlando, Inc.
- 3.66 By-laws of Burlington Coat Factory Realty of Orlando, Inc.
- 3.67 Articles of Incorporation of Burlington Coat Factory Realty of Sarasota, Inc.
- 3.68 By-laws of Burlington Coat Factory Realty of Sarasota, Inc.
- 3.69 Cert. of Incorporation of Burlington Coat Factory Realty of University Square
- 3.70 By-laws of Burlington Coat Factory Realty of University Square, Inc.
- 3.71 Cert. of Incorporation of Burlington Coat Factory Realty of West Colonial, Inc.
- 3.72 By-laws of Burlington Coat Factory Realty of West Colonial, Inc.
- 3.73 Certificate of Incorporation of K&T Acquisition Corp.
- 3.74 By-laws of K&T Acquisition Corp.
- 3.75 Certificate of Formation of MJM Designer Shoes of Florida, LLC
- 3.76 Limited Liability Company Agreement of MJM Designer Shoes of Florida, LLC.
- 3.77 Articles of Organization of Burlington Coat Factory of Georgia, LLC
- 3.78 Limited Liability Company Agreement of Burlington Coat Factory of Georgia, LLC
- 3.79 Certificate of Incorporation of Burlington Coat Factory Realty of Morrow, Inc.
- 3.80 By-laws of Burlington Coat Factory Realty of Morrow, Inc.
- 3.81 Certificate of Incorporation of Burlington Coat Factory Warehouse of Atlanta,inc
- 3.82 By-laws of Burlington Coat Factory Warehouse of Atlanta, Inc.
- 3.83 Articles of Organization of Burlington Coat Factory of Idaho, LLC
- 3.84 Limited Liability Company Agreement of Burlington Coat Factory of Idaho, LLC
- 3.85 Articles of Organization of Burlington Coat Factory of Illinois, LLC
- 3.86 Limited Liability Company Agreement of Burlington Coat Factory of Illinois, LLC
- 3.87 Articles of Incorporation of Burlington Coat Factory Realty of Bloomingdale, Inc
- 3.88 By-laws of Burlington Coat Factory Realty of Bloomingdale, Inc.
- 3.89 Certificate of Incorporation of Burlington Coat Factory Realty of River Oaks,inc
- 3.90 By-laws of Burlington Coat Factory Realty of River Oaks, Inc.
- 3.91 Cert. of Inc. of Burlington Coat Factory Warehouse of East ST. Louis, Inc.
- 3.92 Amended & Restated By-laws of Burlington Coat Factory Warehouse of E. ST. Louis
- 3.93 Certificate of Incorporation of Burlington Coat Realty of Gurnee, Inc.
- 3.94 By-laws of Burlington Coat Realty of Gurnee, Inc.
- 3.95 Articles of Organization of Burlington Coat Factory of Indiana, LLC
- 3.96 Limited Liability Company Agreement of Burlington Coat Factory of Indiana, LLC
- 3.97 Certificate of Incorporation of Burlington Coat Factory Realty of Greenwood, Inc
- 3.98 By-laws of Burlington Coat Factory Realty of Greenwood, Inc.
- 3.99 Articles of Organization of Burlington Coat Factory of Iowa, LLC
- 3.100 Limited Liability Company Agreement of Burlington Coat Factory of Iowa, LLC
- 3.101 Articles of Organization of Burlington Coat Factory of Kansas, LLC
- 3.102 Limited Liability Company Agreement of Burlington Coat Factory of Kansas, LLC
- 3.103 Certificate of Incorporation of Burlington Coat Factory of Kentucky, Inc.
- 3.104 Amended and Restated By-laws of Burlington Coat Factory of Kentucky, Inc.
- 3.105 Articles of Organization of Burlington Coat Factory of Louisiana, LLC
- 3.106 Limited Liability Company Agreement of Burlington Coat Factory of Louisiana, LLC
- 3.107 Articles of Organization of Burlington Coat Factory of Maine, LLC
- 3.108 Limited Liability Company Agreement of Burlington Coat Factory of Maine, LLC
- 3.109 Articles of Organization of Burlington Coat Factory of Maryland, LLC
- 3.110 Limited Liability Company Agreement of Burlington Coat Factory of Maryland, LLC
- 3.111 Certificate of Formation of Burlington Coat Factory of Massachusetts, LLC.
- 3.112 LLC Agreement of Burlington Coat Factory of Massachusetts, LLC
- 3.113 Cert. of Incorporation of Burlington Coat Factory Realty of North Attleboro, Inc
- 3.114 By-laws of Burlington Coat Factory Realty of North Attleboro, Inc.
- 3.115 Certificate of Organization of Cohoes Fashions of Massachusetts, LLC
- 3.116 Limited Liability Company Agreement of Cohoes Fashions of Massachusetts, LLC
- 3.117 Articles of Organization of Burlington Coat Factory of Michigan, LLC
- 3.118 Limited Liability Company Agreement of Burlington Coat Factory of Michigan, LLC
- 3.119 Certificate of Incorporation of Burlington Coat Factory Warehouse of Detroit,inc
- 3.120 By-laws of Burlington Coat Factory Warehouse of Detroit, Inc.
- 3.121 Articles of Incorporation of Burlington Coat Factory Warehouse of Grand Rapids
- 3.122 By-laws of Burlington Coat Factory Warehouse of Grand Rapids, Inc.
- 3.123 Articles of Incorporation of Burlington Coat Factory Warehouse of Redford, Inc.
- 3.124 By-laws of Burlington Coat Factory Warehouse of Redford, Inc.
- 3.125 Articles of Organization of Burlington Coat Factory of Minnesota, LLC
- 3.126 Limited Liability Company Agreement of Burlington Coat Factory of Minnesota, LLC
- 3.127 Certificate of Formation of Burlington Coat Factory of Mississippi, LLC
- 3.128 LLC Agreement of Burlington Coat Factory of Mississippi, LLC
- 3.129 Articles of Organization of Burlington Coat Factory of Missouri, LLC
- 3.130 Limited Liability Company Agreement of Burlington Coat Factory of Missouri, LLC.
- 3.131 Certificate of Incorporation of Burlington Coat Factory Realty of Des Peres, Inc
- 3.132 Amended and Restated By-laws of Burlington Coat Factory Realty of Des Peres, Inc
- 3.133 Articles of Organization of Burlington Coat Factory of Nebraska, LLC.
- 3.134 Limited Liability Company Agreement of Burlington Coat Factory of Nebraska, LLC.
- 3.135 Articles of Organization of Burlington Coat Factory of Nevada, LLC.
- 3.136 Limited Liability Company Agreement of Burlington Coat Factory of Nevada, LLC.
- 3.137 Certificate of Incorporation of Burlington Coat Realty of Las Vegas, Inc.
- 3.138 By-laws of Burlington Coat Realty of Las Vegas, Inc.
- 3.139 Certificate of Formation of Burlington Coat Factory of New Hampshire, LLC.
- 3.140 Limited Liability Co. Agreement of Burlington Coat Factory of New Hampshire, LLC
- 3.141 Certificate of Incorporation of Burlington Coat Factory Direct Corporation
- 3.142 By-laws of Burlington Coat Factory Direct Corporation
- 3.143 Certificate of Formation of Burlington Coat Factory of New Jersey, LLC
- 3.144 Limited Liability Co. Agreement of Burlington Coat Factory of New Jersey, LLC
- 3.145 Certificate of Incorporation of Burlington Coat Factory Realty of Edgewater Park
- 3.146 By-laws of Burlington Coat Factory Realty of Edgewater Park, Inc
- 3.147 Certificate of Incorporation of Burlington Coat Factory Realty of Paramus, Inc
- 3.148 By-laws of Burlington Coat Factory Realty of Paramus, Inc
- 3.149 Certificate of Incorporation of Burlington Coat Factory Realty of Pinebrook, Inc
- 3.150 By-laws of Burlington Coat Factory Realty of Pinebrook, Inc
- 3.151 Certificate of Incorporation of BCFW of Edgewater Park Urban Renewal Corp.
- 3.152 Amended & Restated By-laws of BCFW of Edgewater Park Urban Renewal Corp.
- 3.153 Certificate of Incorporation of Burlington Coat Factory Warehouse of New Jersey
- 3.154 By-laws of Burlington Coat Factory Warehouse of New Jersey, Inc
- 3.155 Certificate of Formation of Cohoes Fashions of New Jersey, LLC
- 3.156 Limited Liability Company Agreement of Cohoes Fashions of New Jersey, LLC
- 3.157 Certificate of Incorporation of MJM Designer Shoes of Moorestown, Inc
- 3.158 By-laws of MJM Designer Shoes of Moorestown, Inc
- 3.159 Certificate of Formation of MJM Designer Shoes of New Jersey, LLC
- 3.160 Limited Liability Company Agreement of MJM Designer Shoes of New Jersey, LLC
- 3.161 Certificate of Incorporation of Super Baby Depot of Moorestown, Inc
- 3.162 By-laws of Super Baby Depot of Moorestown, Inc
- 3.163 Articles of Organization of Burlington Coat Factory of New Mexico, LLC
- 3.164 Limited Liability Co. Agreement of Burlington Coat Factory of New Mexico, LLC
- 3.165 Articles of Organization of Burlington Coat Factory of New York, LLC
- 3.166 Limited Liability Company Agreement of Burlington Coat Factory of New York, LLC
- 3.167 Certificate of Incorporation of Burlington Coat Factory Realty of Yonkers, Inc
- 3.168 By-laws of Burlington Coat Factory Realty of Yonkers, Inc
- 3.169 Articles of Organization of Cohoes Fashions of New York, LLC
- 3.170 Limited Liability Company Agreement of Cohoes Fashions of New York, LLC
- 3.171 Certificate of Incorporation of Cohoes of Fayetteville, Inc
- 3.172 By-laws of Cohoes of Fayetteville, Inc
- 3.173 Certificate of Incorporation of Georgetown Fashions, Inc
- 3.174 By-laws of Georgetown Fashions, Inc
- 3.175 Certificate of Incorporation of LC Acquisition Corp.
- 3.176 By-laws of LC Acquisition Corp.
- 3.177 Articles of Organization of MJM Designer Shoes of New York, LLC.
- 3.178 Limited Liability Company Agreement of MJM Designer Shoes of New York, LLC.
- 3.179 Certificate of Incorporation of Monroe G. Milstein, Inc.
- 3.180 Amended and Restated By-laws of Monroe G. Milstein, Inc.
- 3.181 Articles of Organization of Burlington Coat Factory of North Carolina, LLC.
- 3.182 LLC Agreement of Burlington Coat Factory of North Carolina, LLC.
- 3.183 Articles of Organization of Burlington Coat Factory of North Dakota, LLC.
- 3.184 LLC Agreement of Burlington Coat Factory of North Dakota, LLC.
- 3.185 Articles of Organization of Burlington Coat Factory of Ohio, LLC.
- 3.186 Limited Liability Company Agreement of Burlington Coat Factory of Ohio, LLC.
- 3.187 Cert. of Incorporation of Burlington Coat Factory Warehouse of Cleveland, Inc.
- 3.188 Amended & Restated By-laws of Burlington Coat Factory Warehouse of Cleveland
- 3.189 Articles of Incorporation of Burlington Coat Factory of Oklahoma, LLC
- 3.190 Limited Liability Company Agreement of Burlington Coat Factory of Oklahoma, LLC
- 3.191 Articles of Incorporation of Burlington Coat Factory Realty of Tulsa, Inc
- 3.192 By-laws of Burlington Coat Factory Realty of Tulsa, Inc
- 3.193 Articles of Organization of Burlington Coat Factory of Oregon, LLC
- 3.194 Limited Liability Company Agreement of Burlington Coat Factory of Oregon, LLC
- 3.195 Certificate of Organization of Burlington Coat Factory of Pennsylvania, LLC
- 3.196 Limited Liability Co. Agreement of Burlington Coat Factory of Pennsylvania, LLC
- 3.197 Certificate of Incorporation of Burlington Coat Factory Realty of Langhorne, Inc
- 3.198 Amended & Restated By-laws of Burlington Coat Factory Realty of Langhorne, Inc
- 3.199 Articles of Incorporation of Burlington Coat Factory Realty of West Mifflin, Inc
- 3.200 By-laws of Burlington Coat Factory Realty of West Mifflin, Inc
- 3.201 Certificate of Incorporation of Burlington Coat Factory Realty of Whitehall, Inc
- 3.202 By-laws of Burlington Coat Factory Realty of Whitehall, Inc
- 3.203 Certificate of Incorporation of Burlington Coat Factory Warehouse Inc
- 3.204 By-laws of Burlington Coat Factory Warehouse Inc
- 3.205 Certificate of Organization of Burlington Coat Factory Warehouse of Bristol, LLC
- 3.206 Limited Liability Co. Agmt. of Burlington Coat Factory Warehouse of Bristol, LLC
- 3.207 Cert. of Incorporation of Burlington Coat Factory Warehouse of Cheltenham, Inc.
- 3.208 By-laws of Burlington Coat Factory Warehouse of Cheltenham, Inc
- 3.209 Articles of Incorporation of Burlington Coat Factory Warehouse of Langhorne, Inc
- 3.210 By-laws of Burlington Coat Factory Warehouse of Langhorne, Inc
- 3.211 Cert. of Inc. of Burlington Coat Factory Warehouse of Montgomeryville, Inc.
- 3.212 By-laws of Burlington Coat Factory Warehouse of Montgomeryville, Inc
- 3.213 Certificate of Incorporation of Burlington Factory Warehouse of Reading, Inc
- 3.214 By-laws of Burlington Factory Warehouse of Reading, Inc
- 3.215 Articles of Inc. of Burlington Coat Factory Warehouse of Wilkes-barre, Inc.
- 3.216 By-laws of Burlington Coat Factory Warehouse of Wilkes-barre, Inc
- 3.217 Certificate of Organization of MJM Designer Shoes of Pennsylvania, LLC.
- 3.218 Limited Liability Company Agreement of MJM Designer Shoes of Pennsylvania, LLC
- 3.219 Articles of Organization of Burlington Coat Factory of Rhode Island, LLC
- 3.220 Limited Liability Co. Agreement of Burlington Coat Factory of Rhode Island, LLC
- 3.221 Articles of Incorporation of Cohoes Fashions of Cranston, Inc.
- 3.222 By-laws of Cohoes Fashions of Cranston, Inc
- 3.223 Articles of Organization of Burlington Coat Factory of South Carolina, LLC
- 3.224 LLC Agreement of Burlington Coat Factory of South Carolina, LLC.
- 3.225 Art. of Incorporation of Burlington Coat Factory Warehouse of Charleston, Inc.
- 3.226 By-laws of Burlington Coat Factory Warehouse of Charleston, Inc
- 3.227 Charter of Burlington Coat Factory Realty of Memphis, Inc
- 3.228 By-laws of Burlington Coat Factory Realty of Memphis, Inc
- 3.229 Charter of Burlington Coat Factory Warehouse of Hickory Commons, Inc
- 3.230 By-laws of Burlington Coat Factory Warehouse of Hickory Commons, Inc
- 3.231 Certificate of Incorporation of Burlington Coat Factory Warehouse of Memphis Inc
- 3.232 Amended & Restated By-laws of Burlington Coat Factory Warehouse of Memphis, Inc
- 3.233 Charter of Burlington Coat Factory Warehouse of Shelby, Inc
- 3.234 By-laws of Burlington Coat Factory Warehouse of Shelby, Inc
- 3.235 Certificate of Incorporation of Burlington Coat Factory Realty of Bellaire, Inc
- 3.236 By-laws of Burlington Coat Factory Realty of Bellaire, Inc
- 3.237 Articles of Incorporation of Burlington Coat Factory Realty of El Paso, Inc
- 3.238 By-laws of Burlington Coat Factory Realty of El Paso, Inc
- 3.239 Articles of Incorporation of Burlington Coat Factory Realty of Westmoreland, Inc
- 3.240 By-laws of Burlington Coat Factory Realty of Westmoreland, Inc
- 3.241 Cert. of Incorporation of Burlington Coat Factory Warehouse of Baytown, Inc
- 3.242 By-laws of Burlington Coat Factory Warehouse of Baytown, Inc
- 3.243 Articles of Incorporation of Burlington Coat Realty of Houston, Inc
- 3.244 By-laws of Burlington Coat Realty of Houston, Inc
- 3.245 Certificate of Incorporation of Burlington Coat Realty of Plano, Inc
- 3.246 Amended and Restated By-laws of Burlington Coat Realty of Plano, Inc
- 3.247 Certificate of Incorporation of MJM Designer Shoes of Texas, Inc
- 3.248 Amended & Restated By-laws of MJM Designer Shoes of Texas, Inc
- 3.249 Articles of Organization of Burlington Coat Factory of Utah, LLC
- 3.250 Limited Liability Company Agreement of Burlington Coat Factory of Utah, LLC
- 3.251 Articles of Organization of Burlington Coat Factory of Virginia, LLC
- 3.252 Limited Liability Company Agreement of Burlington Coat Factory of Virginia, LLC
- 3.253 Articles of Organization of Burlington Coat Factory of Pocono Crossing, LLC
- 3.254 LLC Agreement of Burlington Coat Factory of Pocono Crossing, LLC.
- 3.255 Articles of Incorporation of Burlington Coat Factory Realty of Coliseum, Inc
- 3.256 By-laws of Burlington Coat Factory Realty of Coliseum, Inc
- 3.257 Certificate of Incorporation of Burlington Coat Factory Realty of Fairfax, Inc
- 3.258 Amended & Restated By-laws of Burlington Coat Factory Realty of Fairfax, Inc
- 3.259 Cert. of Incorporation of Burlington Coat Factory Warehouse of Coliseum, Inc.
- 3.260 By-laws of Burlington Coat Factory Warehouse of Coliseum, Inc.
- 3.261 Articles of Incorporation of Burlington Coat Realty of Potomac, Inc
- 3.262 By-laws of Burlington Coat Realty of Potomac, Inc
- 3.263 Certificate of Formation of Burlington Coat Factory of Washington, LLC
- 3.264 Limited Liability Co. Agreement of Burlington Coat Factory of Washington, LLC
- 3.265 Articles of Incorporation of Burlington Coat Factory Realty of Franklin, Inc
- 3.266 By-laws of Burlington Coat Factory Realty of Franklin, Inc
- 3.267 Articles of Organization of Burlington Coat Factory of West Virginia, LLC
- 3.268 Limited Liability Co. Agreement of Burlington Coat Factory of West Virginia, LLC
- 3.269 Articles of Organization of Burlington Coat Factory of Wisconsin, LLC
- 3.270 Limited Liability Company Agreement of Burlington Coat Factory of Wisconsin, LLC
- 4.1 Senior Notes Indenture
- 4.2 Registration Rights Agreement
- 5.1 Opinion of Kirkland & Ellis LLP
- 10.1 Credit Agreement
- 10.2 Guaranty
- 10.3 Security Agreement
- 10.4 Intellectual Property Security Agreement
- 10.5 Pledge Agreement
- 10.6 Credit Agreement
- 10.7 Revolving Credit Note In Favor of PNC Bank, National Association
- 10.8 Revolving Credit Note In Favor of Siemens Financial Services, Inc
- 10.9 Revolving Credit Note In Favor of Wells Fargo Retail Finance, LLC
- 10.10 Revolving Credit Note In Favor of National City Business Credit, Inc
- 10.11 Revolving Credit Note In Favor of Citizens Bank of Pennsylvania
- 10.12 Revolving Credit Note In Favor of HSBC Business Credit (Usa), Inc
- 10.13 Revolving Credit Note In Favor of Sovereign Bank
- 10.14 Revolving Credit Note In Favor of North Fork Business Capital Corporation
- 10.15 Form of Swingline Note
- 10.16 Guaranty
- 10.17 Security Agreement
- 10.18 Intellectual Property Security Agreement
- 10.19 Pledge Agreement
- 10.20 Employment Agreement - Mark Nesci
- 10.21 Employment Agreement - Paul Tang
- 10.22 Employment Agreement - Robert Lapenta, JR.
- 10.23 Employment Agreement - Elizabeth Williams
- 10.24 Employment Agreement - Thomas Fitzgerald
- 10.25 Form of Employment Agreement
- 10.26 Advisory Agreement
- 10.27 Form of Restricted Stock Grant Agreement
- 10.28 Form of Non-qualified Stock Option Agreement - Employees without Employment Agmt
- 10.29 Form of Non-qualified Stock Option Agreement - Employees with Employment Agmt
- 10.30 Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan
- 12.1 Statement Re Calculation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of the Registrant
- 23.1 Consent of Deloitte & Touche LLP
- 25.1 Statement of Eligibility of Trustee on Form T-1
- 99.1 Form of Letter of Transmittal
- CORRESP Corresp
- 11 Jan 07 Registration of securities issued in business combination transactions (amended)
- 29 Dec 06 Registration of securities issued in business combination transactions (amended)
- 5 Dec 06 Registration of securities issued in business combination transactions (amended)
- 10 Oct 06 Registration of securities issued in business combination transactions
Exhibit 3.225
ARTICLES OF INCORPORATION
OF
BURLINGTON COAT FACTORY WAREHOUSE OF CHARLESTON, INC.
DATE FILED: November 29, 1989
The undersigned, an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the South Carolina Business Corporation Act of 1988.
1. The corporate name for the corporation (hereinafter called the “corporation”) is BURLINGTON COAT FACTORY WAREHOUSE OF CHARLESTON, INC.
2. The number of shares the corporation is authorized to issue is one thousand, all of which are of a par value of one dollar each and are of the same class and are to be Common shares.
3. The street address of the initial registered office of the corporation in the state of South Carolina is 2019 Park Street, Columbia, South Carolina 29201.
The name of the initial registered agent of the corporation at the said registered office is The Prentice-Hall Corporation System, Inc.
4. The name and the address of the incorporator are: Frances A. Wrigley, 15 Columbus Circle, New York, N. Y. 10023-7773
5. The purposes for which the corporation is organized, which shall include the authority of the corporation to engage in any lawful business, are as follows:
To carry on a general mercantile, industrial, investing, and trading business in all its branches: to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition, or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements, and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.
To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in, and dispose of real estate, real property, lands, multiple-dwelling structures, houses, buildings, and other works and any interest or right therein; to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real personal, and mixed properties to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in respect of, or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge, or otherwise dispose of, and, in any manner deal with and contract with reference to:
(a) inventions, devices, formulae, processes, and any improvements and modifications thereof;
(b) letters patent, patent rights, patented processes, copyrights, designs and similar rights, trade-marks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States of America or of any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;
(c) franchises, licenses, grants, and concessions.
To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the South Carolina Business Corporation Act of 1988 subject to any limitations thereof contained in these Articles of Incorporation or the laws of the Statement of South Carolina.
6. The corporation elects not to have preemptive rights.
7. The corporation shall, to the fullest extent permitted by the provisions of the South Carolina Business Corporation Act of 1988, as the same may be amended and supplemented, indemnify any and all persons whom shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who
2
has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
8. Whenever any provision of the South Carolina Business Corporation Act of 1988 shall otherwise require for the approval of any specified corporate action the authorization of at least two-thirds of the votes entitled to be cast thereon, any such corporate action shall be approved by at least a majority of the votes entitled to be cast thereon, and whenever the corporation shall have one or more voting groups which are denied voting power under the Articles of Incorporation, bur the authorization of at least two-thirds of the votes entitled to be cast thereon within each such voting group entitled to vote thereon as a separate voting group is otherwise required for the approval of any specified corporate action under the South Carolina Business Corporation Act of 1986, any such corporate action shall be approved by each such voting group by at least a majority of the votes entitled to be cast by that voting group. The provisions of this Article shall be subject to the minimum voting requirement prescribed by the provisions of sections 33-7-250 and 33-7-260 of the South Carolina Business Corporation Act of 1968.
9. Shareholders shall not have a right to cumulate their votes for directors.
10. The duration of the corporation shall be perpetual.
11. The signature of the incorporator is set forth hereinafter.
Signed on November 27, 1989.
/s/ Frances A. Wrigley |
Incorporator |
I, Claire T. Manning, an attorney licensed to practice in the State of South Carolina, certify that the corporation, to whose Articles of Incorporation this Certificate is attached, has complied with the requirements Chapter 2, Title 33 of the 1976 South Carolina Code relating to the Articles of Incorporation.
Signed on November 29, 1989
/s/ Claire T. Manning |
Attorney-at-Law |
2019 Park Street |
Columbia, South Carolina 29201 |
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