May 27, 2008 Bear, Stearns Corporate Lending Inc., as Collateral Agent
EXHIBIT
10.38
May 27, 2008
Bear,
Xxxxxxx Corporate Lending Inc., as Collateral Agent
000
Xxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
Ladies
and Gentlemen:
Reference
is hereby 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 (i) Burlington Coat Factory Warehouse
Corporation, a Delaware corporation, as Borrower (the “Borrower”), (ii)
Burlington Coat Factory Purchasing, Inc. (“Purchasing”) and the
other Facility Guarantors named therein (collectively, the “Existing Facility
Guarantors”, and together with the Borrower, the “Loan Parties”), (iii)
the Lenders named therein (collectively, the “Lenders”), (iv) Bear
Xxxxxxx Corporate Lending Inc., as Administrative Agent and Collateral Agent,
(v) Banc of America Securities LLC, as Syndication Agent, and (vi) Wachovia
Bank, National Association and JPMorgan Chase Bank, N.A., as co-Documentation
Agents.
Reference
is also hereby made to that certain Pledge Agreement dated as of April 13, 2006
(as amended, modified, supplemented or restated and in effect from time to time,
the “Pledge
Agreement”) by, among others, the Borrower and the Collateral
Agent. All capitalized terms not otherwise defined herein shall have
the meaning given such terms in the Pledge Agreement or the Credit Agreement, as
applicable.
The
Borrower has informed the Collateral Agent that the Borrower and Purchasing have
each formed the new wholly owned Subsidiaries set forth on Exhibit A hereto
(collectively, the “New
Subsidiaries”). In accordance with the terms of the Pledge
Agreement, each of the Borrower and Purchasing hereby delivers to the Collateral
Agent the Investment Property consisting of (i) the shares of capital stock of
the New Subsidiaries, (ii) stock certificates representing all such shares of
capital stock, and (iii) stock powers executed in blank by the Borrower or
Purchasing, as applicable.
The
Borrower and Purchasing each hereby represent, warrant and covenant to and with
the Collateral Agent that Schedule I hereto
sets forth the Pledged Securities presently owned by the
Pledgors. Schedule I attached
hereto shall supersede the Schedule I presently
attached to the Pledge Agreement and shall hereafter be attached as Schedule I to the
Pledge Agreement.
Very truly yours,
|
BURLINGTON
COAT FACTORY WAREHOUSE CORPORATION
|
|
|
By:
|
/s/
Xxxx Xxxx
|
|
Name:
|
Xxxx
Xxxx
|
|
Title:
|
Executive
Vice President
|
|
BURLINGTON
COAT FACTORY PURCHASING, INC.
|
|
|
By:
|
/s/
Xxxx Xxxx
|
|
Name:
|
Xxxx
Xxxx
|
|
Title:
|
Executive
Vice President
|
Acknowledged and
Accepted:
|
BEAR
XXXXXXX CORPORATE LENDING INC., Collateral Agent
|
|
|
By:
|
/s/ Xxxxx
X. Xxxxxx
|
|
Name:
|
Xxxxx
X. Xxxxxx
|
|
Title:
|
Vice
President
|
EXHIBIT
A
|
ENTITY
NAME
|
DATE
OF FORMATION
|
JURISDICTION
|
PARENT
COMPANY
|
|
Burlington
Coat Factory of Hawaii, LLC
|
7/6/2007
|
Hawaii
|
Burlington
Coat Factory Purchasing, Inc.
|
|
Burlington
Coat Factory of Montana, LLC
|
7/16/2007
|
Montana
|
Burlington
Coat Factory Purchasing, Inc.
|
|
Burlington
Coat Factory of Puerto Rico, LLC
|
6/14/2007
|
Puerto
Rico
|
Burlington
Coat Factory Warehouse Corporation
|
|
Burlington
Coat Factory of South Dakota, LLC
|
7/17/2007
|
South
Dakota
|
Burlington
Coat Factory Warehouse Corporation
|
|
Burlington
Coat Factory of Wyoming, LLC
|
7/19/2007
|
Wyoming
|
Burlington
Coat Factory Warehouse Corporation
|
|
Burlington
Coat Factory of Vermont, LLC
|
7/18/2007
|
Vermont
|
Burlington
Coat Factory Purchasing, Inc.
|
|
BCF
Cards, Inc.
|
5/14/2007
|
Virginia
|
Burlington
Coat Factory Warehouse Corporation
|
SCHEDULE
I
None of
the issuers has any authorized, issued or outstanding shares of its capital
stock of any class or any commitments to issue any shares of its capital stock
of any class or any securities convertible into or exchangeable for any shares
of its capital stock of any class except as otherwise stated in this Schedule
I.
|
Issuer
|
Record
Owner
|
Class
of Shares
|
Number
of Shares held by Record Owner
|
Number
of Issued and Outstanding Shares
|
Percentage
of Shares held by Record Owner
|
|
Burlington
Coat Factory of Alabama, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Huntsville, LLC
|
Burlington
Coat Factory of New York, LLC
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Anchorage, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Arizona, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Mesa, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Desert Sky, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Arkansas, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of California, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of San Bernardino, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Baby
Depot of California, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
MJM
Designer Shoes of California, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of San Francisco, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of San Bernardino, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Baby
Depot of Ontario, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Baby
Depot of San Diego, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Totally
4 Kids of Milpitas, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Totally
4 Kids of Ontario, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
MJM Designer
Shoes of Sacramento, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
MJM Designer
Shoes of Ontario, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
MJM Designer
Shoes of Modesto, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Dublin, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Florin, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Ventura, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Colorado, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Connecticut, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Cohoes
Fashions of Connecticut, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Realty of East Windsor, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
|
Burlington
Coat Factory Holdings, Inc.
|
Common
|
1,000
|
1,000
|
100%
|
|
|
Burlington
Coat Factory Realty Corp.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Delaware, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
MJM
Designer Shoes of Delaware, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
C.F.I.C.
Corporation
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
C.F.B.,
Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
C.L.B.,
Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Factory of Texas, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Purchasing, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Bee
Ridge Plaza, LLC
|
K&T
Acquisition Corp.
|
Membership
Interests
|
Capital
Contribution $7,150,000.00
|
N/A
|
90.51%
|
|
Burlington
Coat Factory of Florida, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
MJM
Designer Shoes of Florida, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of University Square, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Coral Springs, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of West Colonial, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Orlando, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Sarasota, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
K&T
Acquisition Corp.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Georgia, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Atlanta, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
000
|
000
|
000%
|
|
Burlington
Coat Factory Realty of Xxxxxx, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Hawaii, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Idaho, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Illinois, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Chicago, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of East St. Louis, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Tinley Park, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Realty of Gurnee, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Bloomingdale, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of River Oaks, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Indiana, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Greenwood, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Des Moines, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Factory of Kansas, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Kentucky, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Lexington, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Xxxxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Louisiana, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Maine, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Maryland, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Massachusetts, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Cohoes
Fashions of Massachusetts, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Xxxxxxx
of Shrewsbury, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Xxxxxxx
of North Attleboro, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of North Attleboro, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Michigan, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Detroit, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Xxxxxxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Factory Warehouse of Xxxxxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Grand Rapids, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Minnesota, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Missouri, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Desperes, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Missouri, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of St. Xxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Xxxxxxxx XX, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Kingshighway, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of St. Xxxxxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of St. Louis, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Bridgeton, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Luxury
Linens of St. Louis, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Des Xxxxx, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Montana, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Nebraska, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Nevada, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Realty of Las Vegas, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of New Hampshire, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of New Jersey, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
MJM
Designer Shoes of New Jersey, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Cohoes
Fashions of New Jersey, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Flemington, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Direct Corporation
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
MJM Designer
Shoes of Moorestown, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Super
Baby Depot of Moorestown, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Edgewater Park, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Paramus, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Pinebrook, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Edgewater Park (Urban Renewal)
Corp.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of New Jersey, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
000
|
000
|
000%
|
|
Burlington
Coat Factory of New Mexico, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Albuquerque, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of West Albuquerque, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of New York, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
MJM
Designer Shoes of New York, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Cohoes
Fashions of New York, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Georgetown
Fashions Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
shares
|
100
issued
|
100%
|
|
Xxxxxx
X. Xxxxxxxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
200
shares
|
200
issued
|
100%
|
|
LC
Acquisition Corp.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
000
|
000
|
000%
|
|
Burlington
Coat Factory Realty of Yonkers, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of North Carolina, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of North Dakota, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Ohio, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Cleveland, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Factory Warehouse of Cuyahoga, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Oklahoma, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Tulsa, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1000
|
1000
|
100%
|
|
Burlington
Coat Factory of Puerto Rico, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Oregon, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Pennsylvania, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
MJM
Designer Shoes of Pennsylvania, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Bristol, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Outlet Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
Shares
|
100
|
100%
|
|
Burlington
Coat Factory Outlet of Xxxxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Factory Outlet of Reading, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Factory Warehouse of Market, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Lancaster, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Pennsylvania, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Monroeville, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Factory Warehouse of Edwardsville, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Philadelphia, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Allentown, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Bethel Park, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Harrisburg, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Allegheny, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Franklin, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Havertown, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Montgomeryville, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Cheltenham, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Xxxxxx-Xxxxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
000
|
000
|
000%
|
|
Burlington
Coat Factory Warehouse of Millcreek, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Langhorne, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Greensburg, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of West Mifflin, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Warminster, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Whitehall, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Center City, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Fairgrounds, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Jenkintown, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of York, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
1,000
|
100%
|
|
Xxxxx
Plaza Fashions, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Penn
Plaza Fashions, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
10,000
|
10,000
|
100%
|
|
Penn
Fashions, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
MJM Designer
Shoes of Xxxxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
MJM Designer
Shoes of St. David’s, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Luxury
Linens of Reading, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Luxury
Linens of Levittown, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Luxury
Linens of Monroeville, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of West Mifflin, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Langhorne, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Whitehall, Inc
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Factory Warehouse of Reading, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Factory Warehouse Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Factory Warehouse of East Providence, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Woonsocket, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Xxxxxxxx, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Warwick, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Cohoes
Fashions of Cranston, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of South Carolina, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Charleston, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of South Dakota, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Memphis, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Shelby, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
2,000
|
2,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Hickory Commons, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Memphis, Inc
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Memphis, LLC.
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Baytown, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
MJM Designer
Shoes of Texas, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Famous
Brands of Dallas, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
100
|
100
|
100%
|
|
Burlington
Coat Realty of Plano, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Realty of Houston, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Xxxxxxxxxxxx, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Bellaire, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of El Paso, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Utah, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Warehouse of Orem, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Vermont, LLC
|
Burlington
Coat Factory Purchasing, Inc.
|
Units
|
1,000
|
1,000
|
`100%
|
|
Burlington
Coat Factory of Virginia, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Pocono Crossing, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
BCF
Cards, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,00
|
100%
|
|
Burlington
Coat Factory Warehouse of Coliseum, Inc.
|
Burlington
Coat Factory Warehouse Corporation
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Realty of Potomac, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Fairfax, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Coliseum, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Washington, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory Realty of Franklin, Inc.
|
Burlington
Coat Factory Realty Corp.
|
Common
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of West Virginia, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Wisconsin, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Wyoming, LLC
|
Burlington
Coat Factory Warehouse Corporation
|
Units
|
1,000
|
1,000
|
100%
|
|
Burlington
Coat Factory of Texas, L.P.
|
Burlington
Coat Factory Warehouse of Baytown, Inc.
|
General
Partnership Interest
|
N/A
|
N/A
|
1%
|
|
Burlington
Coat Factory of Texas, Inc.
|
Limited
Partnership Interest
|
N/A
|
N/A
|
99%
|
