Burlington Coat Factory Warehouse Corp Sample Contracts

EXHIBIT 10.5 ------------
Revolving Credit Agreement • October 12th, 1999 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores
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EXHIBIT 10.7
Burlington Coat Factory Warehouse Corp • September 29th, 1995 • Retail-family clothing stores • New Jersey
EXHIBIT 10.4
Loan Agreement • September 29th, 1995 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores
EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2008 • Burlington Coat Factory Warehouse Corp • Retail-department stores • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 28, 2008, by and between Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), and Fred Hand (“Executive”).

EXHIBIT 10.8
Guaranty and Suretyship Agreement • September 29th, 1995 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores • New Jersey
AGREEMENT AND PLAN OF MERGER and among BURLINGTON COAT FACTORY WAREHOUSE CORPORATION BCFWC ACQUISITION, INC. and BCFWC MERGERSUB, INC. Dated as of January 18, 2006
Agreement and Plan of Merger • January 20th, 2006 • Burlington Coat Factory Warehouse Corp • 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”).

VOTING AGREEMENT
Voting Agreement • January 25th, 2006 • Burlington Coat Factory Warehouse Corp • Retail-department stores • Delaware

VOTING AGREEMENT (this "Agreement") dated as of January 18, 2006, is by and among BCFWC Acquisition, Inc., a Delaware corporation ("Parent"), and each Person (as defined in the Merger Agreement (as defined below)) listed on the signature page hereof as a stockholder (each, a "Stockholder" and, collectively, the "Stockholders"). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and between Parent, BCFWC Mergersub, Inc., a Delaware corporation ("Merger Sub") and Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the "Company").

MORTGAGE AND SECURITY AGREEMENT
Mortgage and Security Agreement • August 31st, 2001 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores • New Jersey

MORTGAGEE: FIRST FIDELITY BANK, NATIONAL ASSOCIATION 123 South Broad Street, PMB 006 Philadelphia, Pennsylvania 19109 Attention: Stephen H. Clark, Vice President Telecopier No.: (215) 985-8793

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • October 24th, 2005 • Burlington Coat Factory Warehouse Corp • Retail-department stores • Delaware

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of the ___ day of ______________, between Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the "Company"), and ______________ ("Indemnitee").

AGREEMENT
Agreement • November 14th, 2005 • Burlington Coat Factory Warehouse Corp • Retail-department stores • New Jersey

THIS AGREEMENT is made on the 8th day of November, 2005 by and between BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Delaware corporation (the "Company"), with its corporate offices at 1830 Route 130, Burlington, New Jersey, and ______________, an individual ("Executive").

HAZARDOUS SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT
Certificate and Indemnity Agreement • August 31st, 2001 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores • New Jersey

THIS HAZARDOUS SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT dated as of August 1, 1995, is made by and between Burlington Coat Factory Warehouse of New Jersey, Inc., a New Jersey corporation with an office located at 1830 Route 130, Burlington, New Jersey, 08016 (referred to as the "Company," and FIRST FIDELITY BANK, NATIONAL ASSOCIATION, a national banking association with an address at 123 S. Broad Street, Philadelphia, PA 19109 (referred to as the "Bank").

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT by and between FIRST FIDELITY BANK, NATIONAL ASSOCIATION and BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC. Relating to: Economic Development Refunding Bonds (Burlington Coat Factory Warehouse of New...
Letter of Credit and Reimbursement Agreement • August 31st, 2001 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores

THIS LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of the first day of August, 1995, is by and between FIRST FIDELITY BANK, NATIONAL ASSOCIATION (the "Bank"), a national banking association, and BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC. (the "Company"), a corporation organized and existing under the laws of the State of New Jersey.

AGREEMENT TO ACQUIRE LEASES AND LEASE PROPERTIES
Indemnification Agreement • October 9th, 2007 • Burlington Coat Factory Warehouse Corp • Retail-department stores • Ohio

This Agreement to Acquire Leases and Lease Properties (the “Agreement”) dated October 3, 2007 (the “Effective Date”) by and between VALUE CITY DEPARTMENT STORES LLC, an Ohio limited liability company and successor by merger to Value City Department Stores, Inc., having an address of 3241 Westerville Road, Columbus, Ohio 43224 (“VCDS”), GB RETAILERS, INC., a Delaware corporation having an address of 3241 Westerville Road, Columbus, Ohio 43224 (“GB” and collectively with VCDS, the “VCDS Tenants”), SCHOTTENSTEIN STORES CORPORATION, an Ohio corporation having an address of 1800 Moler Road, Columbus, Ohio 43207 (“SSC”), TRUSS REALTY CO., an Ohio limited partnership having an address at 1800 Moler Road, Columbus, Ohio 43207 (“Truss”), VALLEY FAIR CORPORATION, a Delaware corporation having an address of 1800 Moler Road, Columbus, Ohio 43207 (“Valley Fair”), EAST MAIN CENTERS-I LLC, an Ohio limited liability company having an address of 1800 Moler Road, Columbus, Ohio 43207 (“EMC”), and INDEPE

LOAN AGREEMENT Between NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY and BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC. Dated as of August 1, 1995
Loan Agreement • August 31st, 2001 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores
GUARANTY AND SURETYSHIP AGREEMENT
Guaranty and Suretyship Agreement • August 31st, 2001 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores • New Jersey

This GUARANTY AND SURETYSHIP AGREEMENT is made as of the 1st day of August, 1995, by BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Delaware corporation (the "Guarantor") in favor of FIRST FIDELITY BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank").

REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • April 16th, 2001 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores • Ohio

REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of February 1, 2001, between BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Delaware corporation, and BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC., a New Jersey corporation, (collectively referred to herein as the "Borrower") and NATIONAL CITY BANK (the "Bank"). Borrower jointly and severally agrees with Bank as follows:

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • April 15th, 2003 • Burlington Coat Factory Warehouse Corp • Retail-department stores • Ohio

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of February 1, 2003, between BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Delaware corporation, and BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC., a New Jersey corporation, (collectively referred to herein as the "Borrower") and NATIONAL CITY BANK (the "Bank").

SEPARATION AGREEMENT
Separation Agreement • August 30th, 2007 • Burlington Coat Factory Warehouse Corp • Retail-department stores • New York

THIS SEPARATION AGREEMENT (this “Agreement”) is made as of June 1, 2007, by and between Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), and Elizabeth Williams (“Executive”).

VOTING AGREEMENT
Voting Agreement • September 24th, 2004 • Burlington Coat Factory Warehouse Corp • Retail-department stores • Delaware

This Voting Agreement (this "Agreement"), dated September 23, 2004, by and among Samgray L.P., Trust created under Article Sixth of the Will of Henrietta Milstein ("Article Sixth Trust"), Stephen E. Milstein, Andrew R. Milstein and Lazer Milstein.

NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY and SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION as Trustee (Burlington Coat Factory Warehouse of New Jersey, Inc. - 1995 Project) INDENTURE OF TRUST
Burlington Coat Factory Warehouse Corp • August 31st, 2001 • Retail-family clothing stores • New Jersey

THIS INDENTURE OF TRUST, dated as of the first day of August, 1995 (the "Indenture"), by and between the NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY (the "Authority"), a public body corporate and politic constituting an instrumentality of the State of New Jersey and Shawmut Bank Connecticut, National Association, a national banking association duly organized and validly existing and authorized to accept and execute the trusts of the character hereinafter set forth under and by virtue of the laws of the United States of America, with its principal corporate trust office located at Hartford, Connecticut, as Trustee (the "Trustee").

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FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 29th, 2003 • Burlington Coat Factory Warehouse Corp • Retail-department stores

This FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of August 15, 2003, between BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Delaware corporation, and BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC., a New Jersey corporation, (collectively referred to herein as the "Borrower") and NATIONAL CITY BANK (the "Bank").

REIMBURSEMENT AGREEMENT
Reimbursement Agreement • August 27th, 2002 • Burlington Coat Factory Warehouse Corp • Retail-department stores • Ohio

Reimbursement Agreement, dated as of July 15, 2002, is made by and between BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC., a New Jersey corporation (the "Company"), having its principal office in Burlington, New Jersey, in favor of NATIONAL CITY BANK, a national banking association, having its office at Columbus, Ohio (the "Bank").

REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • August 31st, 2001 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores • Ohio

REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of February 1, 2001, between BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Delaware corporation, and BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC., a New Jersey corporation, (collectively referred to herein as the "Borrower") and NATIONAL CITY BANK (the "Bank"). Borrower jointly and severally agrees with Bank as follows:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2007 • Burlington Coat Factory Warehouse Corp • Retail-department stores

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of the ____ day of ____ 2007, by and between Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), and ____________________ (“Executive”).

EXHIBIT 10.10
Substances Certificate and Indemnity Agreement • September 29th, 1995 • Burlington Coat Factory Warehouse Corp • Retail-family clothing stores • New Jersey
NATIONAL CITY
Burlington Coat Factory Warehouse Corp • January 14th, 2003 • Retail-department stores

RE: $100,000,000.00 Revolving Credit and Term Loan Agreement dated February 1, 2001, (the "Loan Agreement") by and between National City Bank ("Bank") and Burlington Coat Factory Warehouse Corporation and Burlington Coat Factory Warehouse of New Jersey, Inc. (collectively, the "Borrower")

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