BURLINGTON STORES, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 16, 2020 2.25% Convertible Senior Notes due 2025Indenture • April 16th, 2020 • Burlington Stores, Inc. • Retail-department stores • New York
INDENTURE, dated as of April 16, 2020 between BURLINGTON STORES, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 16th, 2020 • Burlington Stores, Inc. • Retail-department stores • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of April 16, 2020, by and among Burlington Coat Factory Warehouse Corporation, a Florida corporation (the “Company”), the entities listed on Schedule I hereto and each of the other entities that may become a party hereto as provided herein (each of the foregoing, together with the Company, a “Grantor” and collectively, the “Grantors”), and Wilmington Trust, National Association, in its capacity as collateral agent for the Secured Parties (in such capacity and together with any successors in such capacity, the “Collateral Agent”), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • April 16th, 2020 • Burlington Stores, Inc. • Retail-department stores • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of April 16, 2020, by and among (a) BANK OF AMERICA, N.A. (in its individual capacity, “Bank of America”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the Original ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof and certain other specified hedging parties, in their capacity as ABL Bank Products Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”), (b) JPMORGAN CHASE BANK, N.A. (AS SUCCESSOR IN INTEREST TO BEAR STEARNS CORPORATE LENDING INC.) (in its ind
PARI PASSU INTERCREDITOR AGREEMENT among BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, the other Grantors party hereto, JPMORGAN CHASE BANK, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties JPMORGAN CHASE BANK,...Pari Passu Intercreditor Agreement • April 16th, 2020 • Burlington Stores, Inc. • Retail-department stores • New York
PARI PASSU INTERCREDITOR AGREEMENT, dated as of April 16, 2020 (as amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Florida corporation (the “Company”), the other Grantors (as defined below) from time to time party hereto, JPMORGAN CHASE BANK, N.A., (“JPMCB”), as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), JPMCB, as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as collateral agent for the Additional Pari Passu Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Additional Pari Passu Collateral Agent”), WILMINGTON TRUST, as Trustee (as defined below) for the Initial Addi
PLEDGE AGREEMENTPledge Agreement • April 16th, 2020 • Burlington Stores, Inc. • Retail-department stores • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of April 16, 2020, by and among Burlington Coat Factory Warehouse Corporation, a Florida corporation (the “Company”), the entities listed on Schedule I hereto and each of the other entities that may become a party hereto as provided herein (each of the foregoing, a “Pledgor” and collectively, the “Pledgors”), and Wilmington Trust, National Association, in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined) (in such capacity and together with any successors 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.
SECURITY AGREEMENTSecurity Agreement • April 16th, 2020 • Burlington Stores, Inc. • Retail-department stores • New York
SECURITY AGREEMENT (this “Agreement”), dated as of April 16, 2020, by and among Burlington Coat Factory Warehouse Corporation, a Florida corporation (the “Company”), the entities listed on Schedule I hereto and each of the other entities that may become a party hereto as provided herein (each of the foregoing together with the Company, a “Grantor” and collectively, the “Grantors”), and Wilmington Trust, National Association, in its capacity as collateral agent for the Secured Parties (in such capacity and together with any successors in such capacity, the “Collateral Agent”), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
