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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 3.157
CERTIFICATE OF INCORPORATION OF MJM DESIGNER SHOES OF MOORESTOWN, INC.
FILED: August 8, 2003 (State Treasurer)
FILING NO. 0100909588
The undersigned, being of legal age, in order to form a corporation under and pursuant to the laws of the State of New Jersey, do hereby set forth as follows:
FIRST: The name of the corporation is: MJM DESIGNER SHOES OF MOORESTOWN, INC.
SECOND: The address of the initial registered office and registered agent in this state is 1830 Route 130 North, Burlington, New Jersey 08016 and the name of the registered agent at said address is Jeffrey Laub.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the corporation laws of the State of New Jersey.
FOURTH: The corporation shall be authorized to issue the following shares: 1,000 Common Shares, par value $1.00.
FIFTH: The number of directors constituting the initial Board of Directors is three (3) and the name and address of the initial Board of Directors, to serve until the first annual meeting of shareholders, or until the successors are elected and qualify, are as follows: Monroe Milstein, 1830 Route 130 North, Burlington, New Jersey 08016; Stephen E. Milstein, 830 Route 130 North, Burlington, New Jersey 08016; and Andrew Milstein, 830 Route 130 North, Burlington, New Jersey 08016.
SIXTH: The name and address of the incorporator is as follows: Michael A. Barr, 10 Bank Street, White Plains, New York 10606.
SEVENTH: The period of duration of the corporation shall be perpetual.
EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its shareholders of any class thereof, as the case may be, it is further provided:
(a) The management of the business and the conduct of the corporation, including the election of the Chairman of the Board of Directors, if any, the President, the Treasurer, the Secretary, and other principal officers of the corporation, shall be vested in its Board of Directors.
(b) A majority of the entire Board of Directors of the corporation shall constitute a quorum for the transaction of business except that the by-laws may prescribe a lesser or greater proportion, consistent with the provisions of the New Jersey Business Corporation Act, in the event of a vacancy or vacancies in the entire Board.
(c) One or more of all the directors of the corporation may be removed, for or without cause, by the shareholders by the affirmative vote of the majority of the votes cast by the holders of shares entitled to vote for the election of directors. The Board of Directors shall have the power to remove directors for cause and to suspend directors pending a final determination that cause exists for removal.
(d) In the interim between annual meetings of the shareholders or of special meetings of shareholders called for the election of directors, any vacancy and newly created directorships may be filled by the Board of Directors.
(e) The corporation is hereby authorized to lend money to, or guarantee any obligation of or otherwise assist, any officer or other employee of the corporation or of any subsidiary, whether or not such officer or employee is a director thereof, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation.
(f) The corporation shall, to the fullest extent permitted by Section 14A:3-5 of the New Jersey Business Corporation Act, as the same may be amended and supplemented, indemnify any and all corporate agents whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall be in addition to any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or otherwise, and shall continue as to a person who has ceased to be a corporate agent and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a corporate agent. The term “corporate agent” as used herein shall have the meaning attributed to it by Section 14A:3-5(l)(a) of the New Jersey Business Corporation Act and by any other applicable provision of law.
(g) The personal liability of the directors of the corporation is hereby limited to the fullest extent permitted by subsection 14A:2-7 (3) of the New Jersey Business Corporation Act, as the same may be amended and supplemented.
NINTH: The shareholders shall not have preemptive rights.
IN WITNESS WHEREOF, I hereunto sign my name, this seventh day of August, 2003.
/s/ Michael A. Barr |
Michael A. Barr, Incorporator |
10 Bank Street |
White Plains, New York 10606 |
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New Jersey Department of the Treasury Division of Revenue Certification of Formation, Limited Liability Company
This form may be used to record the formation of a Limited Liability Company under and by virtue of New Jersey State law. Applicants must insure strict compliance with NJSA 42, the New Jersey Limited Liability Company Act, and insure that all applicable filing requirements are met. Applicants are advised to seek out private legal assistance before submitting filings to the Secretary’s office.
1. Name of Limited Liability Company: MJM Designer Shoes of New Jersey, LLC
2. The purpose for which this Limited Liability Company is organized is: To engage in any lawful act or activity for which a limited liability company may be organized under the New Jersey Limited Liability Company Act.
3. Date of formation:
4. Registered Agent Name and Address (must be in NJ): Corporation Service Company, 830 Bear Tavern Road, West Trenton, NJ 08628.
5. Dissolution date: Perpetual.
6. Other provisions (list below or attach to certificate):
The undersigned represent(s) that this filing complies with requirements detailed in NJSA 42. The undersigned hereby request(s) that they are authorized to sign this certificate on behalf of the Limited Liability Company.
Signature: | /s/ Paul Tang |
Date: March 9, 2006
3