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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 3.82
BY-LAWS
of the
BURLINGTON COAT FACTORY WAREHOUSE OF ATLANTA, INC.
(Incorporated under the laws of the State of Georgia.)
SECTION 1. In addition to its registered office in the State of its incorporation, the corporation may also have offices at such other places within or without the state as the Board of Directors shall from time to time determine.
SECTION 2. Meetings of the stockholders and meetings of the Board of Directors may be held at the principal office or at any other place or places within or without the state, as may be determined by the Board.
SECTION 3. The annual meeting of the stockholders of the corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the in each year, unless such day is a legal holiday in the state in which the meeting is to be held, in which case such meeting shall be held on the first day thereafter which is not a legal holiday.
SECTION 4. Subject to specific requirements of law, special meetings of the stockholders of the corporation may be held upon call of the President, of the Board of Directors, or of the stockholders holding one-fifth of the outstanding capital stock having voting power. Such call shall state the time, place and purposes of the meeting; and if no place thereof has been fixed by the Board, the meeting may be held at such place within or without the state of incorporation as may be set forth in the call.
SECTION 5. Notice of the time and place of every meeting of stockholders and of the business to be acted on at such meeting shall be mailed by the Secretary or the officer performing his duties, not less than ten (10) nor more than forty (40) days before the meeting, to each stockholder of record having voting power and entitled to such notice, at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary.
SECTION 6. The holders of a majority of the shares of stock of the corporation having voting power present in person or by proxy at any meeting of stockholders shall constitute a quorum, but less than a quorum shall have power to adjourn any meeting from time to time without notice.
Subject to the provisions of law, the Articles of Incorporation and the other provisions of these By-Laws, each holder of stock shall be entitled, at every meeting of the stockholders, to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, or by the Articles of Incorporation or the By-Laws of the corporation, all matters shall be decided by the vote of the holders of a majority of the stock present or represented at the meeting and entitled to vote thereat.
To the extent provided by law, any stockholder entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself, or by his duly authorized attorney. No proxy shall be valid, however, after the expiration of eleven (11) months from the date of its execution unless other provided in the proxy. Prior to the exercise thereof, every proxy shall be revocable at the pleasure of the person executing it, or his personal representatives or assigns.
SECTION 7. Before each meeting of stockholders, a complete list, arranged in alphabetical order, of the stockholders entitled to vote at the meeting shall be prepared and shall, during the entire meeting be open to the examination of any stockholder for the purposes of the meeting.
SECTION 8. Certificates of stock shall be of such form and nature as the Board of Directors may elect and shall be signed by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.
SECTION 9. The stock of the corporation shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney, on the surrender of the certificates therefore.
SECTION 10. The affairs of the corporation shall be managed by a Board consisting of three (3) directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified.
Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors shall be filled by the remaining directors at a regular or special meeting.
SECTION 11. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President, or any two directors; and if no place thereof has been fixed by the Board, the meeting may be held within or without the state of incorporation at such place as may be set forth in the call. The secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors; provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times, fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors were present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.
Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or Committee shall be filed with the minutes of the proceedings of the Board or Committee.
2
SECTION 12. The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the corporation, including traveling allowance for attendance at meetings.
SECTION 13. The Board of Directors, as soon as may be after the election of directors in each year, shall elect a President of the corporation, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper.
SECTION 14. The term of office of all officers shall be until the next election of directors and until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned.
SECTION 15. The officers of :the corporation shall have such duties as usually pertain to: their respective offices, except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.
SECTION 16. The Board of Directors are authorized to select such depositaries as they shall deem proper for the funds of the corporation. All checks and drafts against such deposited funds shall be signed and countersigned by persons to be specified by the Board of Directors.
SECTION 17. The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.
SECTION 18. The fiscal year of the corporation shall be
SECTION 19. The Board of Directors may alter or amend these By-Laws at any meeting duly held as above provided, the notice of which includes notice of the proposed amendment.
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