0001193125-13-177601 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 26th, 2013 • Burlington Coat Factory Investments Holdings, Inc. • Retail-department stores • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 12, 2012, by and between Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), and Paul Metcalf (“Executive”).

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 26th, 2013 • Burlington Coat Factory Investments Holdings, Inc. • Retail-department stores • New York

This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of December 31, 2012, by Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”) and Todd Weyhrich (“Executive”).

AMENDED AND RESTATED ADVISORY AGREEMENT
Amended and Restated Advisory Agreement • April 26th, 2013 • Burlington Coat Factory Investments Holdings, Inc. • Retail-department stores • New York

This Amended and Restated Advisory Agreement (this “Agreement”) is made and entered into as of February 14, 2013, by and among Burlington Holdings, Inc., a Delaware corporation (“Parent”), Burlington Coat Factory Holdings, Inc., a Delaware corporation (“BCFH”), 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.

TERMINATION AGREEMENT
Termination Agreement • April 26th, 2013 • Burlington Coat Factory Investments Holdings, Inc. • Retail-department stores • Delaware

This Termination Agreement (this “Termination Agreement”) is made as of February 14, 2013, by Bain Capital Integral Investors, LLC, Bain Capital Fund IX, LLC, BCIP Associates-G and BCIP TCV, LLC (collectively, the “Stockholders”).

BURLINGTON HOLDINGS, INC. STOCKHOLDERS AGREEMENT AMONG BURLINGTON HOLDINGS, INC. AND THE INVESTORS AND MANAGERS NAMED HEREIN DATED AS OF FEBRUARY 14, 2013
Stockholders Agreement • April 26th, 2013 • Burlington Coat Factory Investments Holdings, Inc. • Retail-department stores • Delaware
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