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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 10.27
EXECUTION COPY
FORM OF RESTRICTED STOCK GRANT AGREEMENT
PURSUANT TO BURLINGTON COAT FACTORY HOLDINGS, INC.
2006 MANAGEMENT INCENTIVE PLAN
THIS AGREEMENT (the “Agreement”) is entered into as of April 13, 2006 between Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”).
Recitals
WHEREAS, the Participant is an employee of the Company;
WHEREAS, the Company has adopted the 2006 Management Incentive Plan (the “Plan”) providing for the grant under certain circumstances of certain equity incentive awards, including shares of Restricted Stock;
WHEREAS, the Company, under the terms and conditions set forth below, desires to grant Participant an Award of Restricted Stock (the “Award”) pursuant to the terms set forth in the Plan; and
WHEREAS, in consideration of the grant of the Award and other benefits, the Participant is willing to accept the Award provided for in this Agreement and is willing to abide by the obligations imposed on him under this Agreement and the Plan.
Provisions
NOW, THEREFORE, in consideration of the mutual benefits hereinafter provided, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the Company and the Participant, intending to be legally bound, hereby agree as follows:
1. | Restricted Stock Award. The Company hereby grants to the Participant, subject to the terms and conditions set forth or incorporated herein, an Award consisting of a total of shares of Class A Common and shares of Class L Common, subject to adjustment under the Plan (the “Shares”). Upon the execution and delivery of this Agreement, the Company will, subject to Section 6 below, issue to the Participant the Shares granted hereunder, and such Shares shall constitute Restricted Stock pursuant to the Plan. |
2. | Effect of the Plan. The Award granted under this Agreement is subject to all of the terms and conditions of the Plan, which are incorporated by reference and made a part of this Agreement. The Participant will abide by, and the Award granted to the Participant will be subject to, all of the provisions of the Plan and of this Agreement, together with all rules and determinations from time to time issued by the Committee established to administer the Plan. |
3. | Restriction Period. The restriction period applicable to the Award granted hereunder is as follows: |
(a) | All Shares shall be unvested at issuance. Subject to Section 3(b) below, 100% of the Shares shall vest on the first anniversary date of this Agreement (or the following business day if such date is not a business day) if the Participant remains continuously employed by the Company on such date;provided, that 100% of the Shares shall vest if Particpant’s employment is earlier terminated (i) as a result of the Participant’s death or Disability, (ii) by the Company without Cause or (iii) by the Participant for Good Reason, on the date of such termination or resignation, as applicable. |
(b) | Following a Change of Control, all unvested Shares shall accelerate and vest as of the date of such Change of Control. |
(c) | All unvested Shares shall automatically be forfeited (and shall not vest) if the Participant’s employment with the Company shall terminate for any reason (other than termination by the Company without Cause or by the Participant for Good Reason) prior to the earlier of the first anniversary date of this Agreement or a Change of Control. |
(d) | All vested Shares shall be subject to the call options described in Section 5 of the Stockholders Agreement. |
4. | Stockholders Agreement. As a condition to the issuance of any Shares hereunder, Participant shall agree in writing (in form and substance reasonably satisfactory to the Company) to become a party to, and be bound by, the terms of the Stockholders Agreement. |
5. | Withholding Taxes. The Administrator may make such provision for any applicable federal or state the withholding obligations of the Company pursuant to Section 6(a)(4) of the Plan. |
6. | Delivery of Stock. Certificates representing Shares granted pursuant to this Agreement will be held in escrow by the Company on the Participant’s behalf during any period of restriction thereon and will bear an appropriate legend specifying the applicable restrictions thereon. Whenever Shares subject to the Award are released from restriction, the Company shall issue a certificate to Participant for such unrestricted Shares. The Company shall follow all requisite procedures to deliver such certificate to Participant; provided, however, that such delivery may be postponed to enable the Company to comply with applicable procedures, regulations or listing requirements of any governmental agency, stock exchange or regulatory agency. |
7. | Transferability of Award. This Award may only be transferred by will, and by the laws of descent and distribution (and in connection therewith, such transferees must agree in writing (in form and substance reasonably satisfactory to the Company) to become a party to, and be bound by, the Stockholders Agreement). The terms of this Award, |
2
including the restriction and vesting provisions set forth in Section 3, shall be binding upon the executors, administrators, successors and assigns of the Participant. |
8. | Adjustment Upon Changes in Shares. In the event of a change in the Company’s capital structure, the adjustments provided for in Section 7(b) of the Plan shall be made to the number of Shares subject to the Award hereunder. |
9. | Section 83(b) Election. Participant agrees to inform the Company promptly, and provide a copy of the election filed by the Participant with the Internal Revenue Service, if the Participant makes an election under Section 83(b) of the Code to treat any portion of this Award as taxable compensation prior to the time the restrictions are removed from the Shares subject to this Award. |
10. | Amendments; Termination of Plan. The Administrator may amend this Award or terminate the Plan in accordance with Section 9 of the Plan. |
11. | Interpretation. Any dispute regarding the interpretation of this Award shall be submitted by Participant or the Company to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on the Company and on the Participant. |
12. | Notices. All notices to the Company must be in writing, addressed and delivered or mailed to 1839 Route 130, Burlington, NJ 08016, Attention: General Counsel, with copies, which shall not constitute notice, to Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, Massachusetts, 02199, Attention: Jordan Hitch, and Kirkland & Ellis LLP, 153 East 53rd Street, New York, New York, 10022, Attention: Lance Balk, Esq. and Christopher Neumann, Esq. All notices to the Participant must be in writing addressed and delivered or mailed to him at the address shown on the records of the Company. |
13. | Governing Law. This Agreement, and all determinations made and actions taken pursuant thereto, shall be governed under the laws of the State of Delaware. |
14. | Severability. If any part of this Agreement shall be determined to be invalid or unenforceable, such part shall be ineffective only to the extent of such invalidity or unenforceability, without affecting the remaining portions hereof. |
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3
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
BURLINGTON COAT FACTORY HOLDINGS, INC. | ||||
By: | ||||
Name: | ||||
Title: |
ACCEPTANCE
Participant hereby acknowledges receipt of a copy of the Plan, represents that Participant has read and understands the terms and provisions thereof, and accepts this Award subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences associated with this Award or disposition of the Shares associated with this Award and that Participant should consult a tax adviser.
Participant |