0001193125-06-205495 Sample Contracts

BURLINGTON COAT FACTORY HOLDINGS, INC. NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

Non-Competition and Confidentiality Agreement • October 10th, 2006 • Burlington Coat Factory Investments Holdings, Inc. • New York

• Contract Type
  Non-Competition and Confidentiality Agreement
• Filed
  October 10th, 2006
• Company
  Burlington Coat Factory Investments Holdings, Inc.
• Jurisdiction
  New York

THIS AGREEMENT is made as of April 13, 2006 between Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), and Monroe Milstein (“Seller”). For purposes of this Agreement, unless the context requires otherwise, the term “Company” shall include all subsidiaries of the Company, including, without limitation, Burlington Coat Factory Warehouse Corporation, a Delaware corporation (“BlueBlazer”) and its subsidiaries.

REGISTRATION RIGHTS AGREEMENT by and among Burlington Coat Factory Investments Holdings, Inc. and Banc of America Securities LLC Bear, Stearns & Co. Inc. Wachovia Capital Markets, LLC Dated as of April 13, 2006

Registration Rights Agreement • October 10th, 2006 • Burlington Coat Factory Investments Holdings, Inc. • New York

• Contract Type
  Registration Rights Agreement
• Filed
  October 10th, 2006
• Company
  Burlington Coat Factory Investments Holdings, Inc.
• Jurisdiction
  New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 13, 2006, by and among Burlington Coat Factory Investments Holdings, Inc., a Delaware corporation (the “Company”) 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 14 1/2% Senior Discount Notes due 2014 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

Burlington Coat Factory Investments Holdings, Inc. $99,309,000 Aggregate Principal Amount at Maturity

Purchase Agreement • October 10th, 2006 • Burlington Coat Factory Investments Holdings, Inc. • New York

• Contract Type
  Purchase Agreement
• Filed
  October 10th, 2006
• Company
  Burlington Coat Factory Investments Holdings, Inc.
• Jurisdiction
  New York

The Notes will be issued pursuant an indenture, to be dated as of April 13, 2006 (the “Indenture”), between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.