LIMITED LIABILITY COMPANY AGREEMENT OF BURLINGTON COAT FACTORY OF IDAHO, LLCLimited Liability Company Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • Idaho
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Burlington Coat Factory of Idaho, LLC, dated as of April 2, 2006, is entered into by Burlington Coat Factory Purchasing, Inc., as its sole member (the “Member”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 13, 2006, by and between Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), and Paul Tang (“Executive”).
CREDIT AGREEMENT dated as of April 13, 2006 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION as Borrower THE FACILITY GUARANTORS NAMED HEREIN BEAR STEARNS CORPORATE LENDING INC. as Administrative Agent and Collateral Agent BANC OF AMERICA SECURITIES LLC...Credit Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION (in such capacity, the “Borrower”), a corporation organized under the laws of the State of Delaware, with its principal executive offices at 1830 Route 130, Burlington, New Jersey 08016;
REVOLVING CREDIT NOTERevolving Credit Note • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores
This is a “Revolving Credit Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Revolving Credit Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SECURITY AGREEMENTSecurity Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
SECURITY AGREEMENT (this “Agreement”), dated as of April 13, 2006, by and among (a) Burlington Coat Factory Warehouse Corporation (the “Borrower”), (b) Burlington Coat Factory Holdings, Inc., Burlington Coat Factory Investments Holdings, Inc., and each of the Persons listed on Schedule I hereto (each individually, a “Facility Guarantor” and, collectively, the “Facility Guarantors”) (the Borrower and the Facility Guarantors are hereinafter referred to, individually, as a “Grantor” and, collectively, as the “Grantors”), and (c) Bear Stearns Corporate Lending Inc., as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties, in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
AGREEMENT AND PLAN OF MERGER by and among BURLINGTON COAT FACTORY WAREHOUSE CORPORATION BCFWC ACQUISITION, INC. and BCFWC MERGERSUB, INC. Dated as of January 18, 2006Merger Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 18, 2006, by and among Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), BCFWC Acquisition, Inc., a Delaware corporation (“Parent”), and BCFWC Mergersub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
GUARANTYGuaranty • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of April 13, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among, among others, the Burlington Coat Factory Warehouse Corporation, as borrower (the “Borrower”), the guarantors party thereto from time to time, as Loan Parties, the lenders party thereto from time to time (the “Lenders”), Bear Stearns Corporate Lending Inc., as Administrative Agent and Collateral Agent for its own benefit and the benefit of the other Secured Parties and Banc of America Securities LLC, as Syndication Agent., pursuant to which the Lenders have agreed to make Term Loans to the Borrower, upon the terms and subject to the conditions specified in the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
ADVISORY AGREEMENTAdvisory Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of April 13, 2006 (the “Effective Date”), by and among Burlington Coat Factory Holdings, Inc., a Delaware corporation (“Holdings”), Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”) and Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 18.
LIMITED LIABILITY COMPANY AGREEMENT OF BURLINGTON COAT FACTORY OF NORTH DAKOTA, LLCLimited Liability Company Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • North Dakota
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Burlington Coat Factory of North Dakota, LLC, dated as of April 2, 2006, is entered into by Burlington Coat Factory Purchasing, Inc., as its sole member (the “Member”).
REGISTRATION RIGHTS AGREEMENT by and among Burlington Coat Factory Warehouse Corporation and Banc of America Securities LLC Bear, Stearns & Co. Inc. Wachovia Capital Markets, LLC Dated as of April 13, 2006Registration Rights Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 13, 2006, by and among Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), the Guarantors listed on Schedule I hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, Bear, Stearns & Co. Inc. and Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 11 1/8% Senior Notes due 2014 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of April 13, 2006, by and among (a) Burlington Coat Factory Warehouse Corporation (the “Borrower”), (b) Burlington Coat Factory Holdings, Inc., Burlington Coat Factory Investments Holdings, Inc., and each of the Persons listed on Schedule I hereto (each individually, a “Facility Guarantor” and, collectively, the “Facility Guarantors”) (the Borrower and the Facility Guarantors are hereinafter referred to, individually, as a “Grantor” and, collectively, as the “Grantors”), and (c) Bear Stearns Corporate Lending Inc., as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties (as defined in the Security Agreement referred to below), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
OPERATING AGREEMENT AND REGULATIONS OF BEE RIDGE PLAZA, LLCOperating Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • Florida
THIS OPERATING AGREEMENT AND REGULATIONS of BEE RIDGE PLAZA, LLC (the “Regulations”), are made and entered into as of the 30th day of May, 2003, by and among ASSET CAPITAL CORPORATION, LLC, a Delaware limited liability company (“ACC”) and K&T ACQUISITION CORP., a Florida corporation (“K&T”) (each of which shall hereinafter be referred to individually as a “Member” and collectively; as the “Members”).
PLEDGE AGREEMENTPledge Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of April 13, 2006, by and among Burlington Coat Factory Warehouse Corporation, a Delaware corporation BURLINGTON COAT FACTORY HOLDINGS, INC., a Delaware Corporation, BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC., a Delaware corporation, BURLINGTON COAT FACTORY REALTY CORP., a Delaware corporation, BURLINGTON COAT FACTORY PURCHASING, INC., a Delaware corporation, and K&T ACQUISITION CORP., a Florida corporation (hereinafter, individually, a “Pledgor”, and collectively, the “Pledgors”) (hereinafter, the “Pledgor”) and Bear Stearns Corporate Lending Inc., as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties (as defined herein), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of April 13, 2006, by and among (a) each of the Persons listed on Schedule I hereto (each such Person, individually, a “Borrower” and, collectively, the “Borrowers”), (b) each of the Persons listed on Schedule II hereto (each such Person, individually, a “Facility Guarantor” and, collectively, the “Facility Guarantors”) (the Borrowers and the Facility Guarantors are hereinafter referred to, individually, as a “Grantor” and, collectively, as the “Grantors”), and (c) Bank of America, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties (as defined in the Security Agreement referred to below), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
GUARANTYGuaranty • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of April 13, 2006, (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among, among others (i) Burlington Coat Factory Warehouse Corporation, as a Borrower and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the other Borrowers party thereto, (iii) the Facility Guarantors, as Loan Parties, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) the Lenders party thereto (collectively, the “Lenders”), (vii) Bear Stearns Corporate Lending Inc., as Syndication Agent, and (viii) Wachovia Bank, National Association, The CIT Group/Business Credit, Inc., General Electric Capital Corporation, and JPMorgan Chase Bank, N.A., as co-Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Cred
PLEDGE AGREEMENTPledge Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of April 13, 2006, by and between BURLINGTON COAT FACTORY HOLDINGS, INC., a Delaware corporation, BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC., a Delaware corporation, BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Delaware corporation, BURLINGTON COAT FACTORY REALTY CORP., a Delaware corporation, BURLINGTON COAT FACTORY PURCHASING, INC., a Delaware corporation, K&T ACQUISITION CORP., a Florida corporation, BURLINGTON COAT FACTORY OF NEW YORK, LLC, a New York limited liability company, BURLINGTON COAT FACTORY WAREHOUSE OF BAYTOWN, INC., a Texas corporation and BURLINGTON COAT FACTORY OF TEXAS, INC., a Delaware corporation (hereinafter, individually, a “Pledgor”, and collectively, the “Pledgors”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties (as defined herein), in consideration of the mutual c
BURLINGTON COAT FACTORY HOLDINGS, INC. THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH HEREIN AND IN THE STOCKHOLDERS...Non-Qualified Stock Option Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores
This agreement evidences a stock option granted by Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt. For the purpose of this Agreement, the “Grant Date” shall mean April 13, 2006. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.
AGREEMENT OF LIMITED PARTNERSHIP OF BURLINGTON COAT FACTORY OF TEXAS, L.P.Limited Partnership Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • Delaware
This Agreement of Limited Partnership (this “Agreement”) of Burlington Coat Factory of Texas, L.P. is entered into as of March 8, 2006 by Burlington Coat Factory of Texas, Inc., a Delaware corporation, as limited partner (the “Limited Partner”) and Burlington Coat Factory Warehouse of Baytown, Inc., a Texas corporation, as general partner (the “General Partner”) and together with the Limited Partner, the “Partners”).
BURLINGTON COAT FACTORY HOLDINGS, INC. THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH HEREIN AND IN THE STOCKHOLDERS...Management Incentive Plan • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores
This agreement evidences a stock option granted by Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt. For the purpose of this Agreement, the “Grant Date” shall mean April 13, 2006. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.
SECURITY AGREEMENTSecurity Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
SECURITY AGREEMENT (this “Agreement”), dated as of April 13, 2006, by and among (a) each of the Persons listed on Schedule I hereto (each such Person, individually, a “Borrower” and, collectively, the “Borrowers”), (b) each of the Persons listed on Schedule II hereto (each such Person, individually, a “Facility Guarantor” and, collectively, the “Facility Guarantors”) (the Borrowers and the Facility Guarantors are hereinafter referred to, individually, as a “Grantor” and, collectively, as the “Grantors”), and (c) Bank of America, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Secured Parties, in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
JOINDER AGREEMENTJoinder Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
Reference is hereby made to the Purchase Agreement, dated April 10, 2006 (the “Purchase Agreement”), between BCFWC Mergersub, Inc. (“Mergersub”) and the Initial Purchasers named therein. Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings given them in the Purchase Agreement.
Burlington Coat Factory Warehouse Corporation $305,000,000 11 1/8% Senior Notes due 2014 PURCHASE AGREEMENT dated April 10, 2006 Banc of America Securities LLC Bear, Stearns & Co. Inc. Wachovia Capital Markets, LLCPurchase Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • New York
FORM OF RESTRICTED STOCK GRANT AGREEMENT PURSUANT TO BURLINGTON COAT FACTORY HOLDINGS, INC.Restricted Stock Grant Agreement • October 10th, 2006 • COHOES FASHIONS of CRANSTON, Inc. • Retail-department stores • Delaware
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”).
