BURLINGTON COAT FACTORY WAREHOUSE of CHELTENHAM, Inc. Watch

from S-4 7 pages Bylaws of Bcf Cards, Inc

from S-4 2 pages Commonwealth of Virginia State Corporation Commission at Richmond, May 14, 2007

from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Vermont, LLC

from S-4 1 page The Fiscal Year Ends the Month Of: May Dec Will Be Designated Unless You State Differently. Each Company Under This Title Is Required to File an Annual Report Within 2 ½ Months of the Close of Its Fiscal Year. Failure to File May Result in Termination of the Its Authority. a Pre-Printed Form Will Be Mailed to Your Agent When the Report Is Due. Is This a Term LLC Yes × No if Yes State Duration of Its Term: An LLC Is an At-Will Company Unless It Is Designated in Its Articles as a Term Co) This Is a Manager-Managed Company Yes × No if Yes List Name & Address Below Are Members Personally Liable for Debts & Obligation Under T.11, $3043(b) Yes × No Printed Name Robert L Lapenta, Jr Signature Date:7/13/07 Organizers Address: Burlington Coat Factory Corporation, 1830 Route 130 North, Burlington, Nj 08016 Fees: Vt Domestic = $75.00 Foreign (Non-Vt) = $100.00print & File in Duplicate. You Can Delay the Effective Date Up to 90 Days, Otherwise It Is Effective the Date It Is Approved. Your Email Address or Phone # So We Can Contact You With Questions: Prose@coat.com

from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of South Dakota, LLC

from S-4 ~1 page 1. the [Illegible] of the Limited Liability Company Is: Burlington Coat Factory of South Dakota, LLC 2. the Duration of the Company if Other Than Perpetual Is: N/a 3. the Address of the Initial Designated Office Is: 1830 Route 130 North Legal Department Burlington Nj 08016 4. the Name and Street Address of the Initial Agent for Service of Process Is: Ct Corporation System 319 South Coteau Street Pierre, South Dakota 57501 5. the Name and Address of Each Organizer: Robert L. Lapanta Jr. Burlington Coat Factory Warehouse Corporation 1830 Route 130 North, Burlington, Nj 08016 6. if the Company Is to Be a Manager-Managed Company Rather Than a Member Company, the Name Address of Each Initial Manager Is: N/a 7. Whether One or More of the Members of the Company Are to Be Liable for Its Debts and Obligation Under Sdcl 47-34a-303 (C). N/a 8. Any Other Provisions Not Inconsistent With Law, Which the Members Elect to Set Out in the Articles of Organization N/a the Articles of Organization Must Be Signed by the Organizers and Must State to the Signature the Name and Capacity of the Signer. Date 7/12/07 /S/ Robert L. Lapenta, Vp & Treasurer Signature and Title Signature and Title the Consent of Appointment Below Must Be Signed by the Registered Agent. Cinsent of Appointment by the Registered Agent I, Ct Corporation System, Hereby Give My Consent to Serve as the Name of Registered Agent Registered Agent for Burlington Coat Factory of South Dekota, LLC Dated 7/2/07 /S/James M. Newsome Signature James M. Newsome Special Assistant Secretary Filing Instructions One or More Persons May Organize a Limited Liability Company One Original and One Exact or Conformed Copy Must Be Submitted Filing Fee $125

from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Puerto Rico, LLC

from S-4 3 pages Estado Libre Asociado De Puerto Rico Commonwealth of Puerto Rico Departmento De Estado Department of State Certificado De Correcctión Compañía De Responsabilidad Limitada Certificate of Correction Limited Liability Company

from S-4 9 pages By-Laws of Burlington Coat Factory Warehouse of Edgewater Park, Inc

from S-4 3 pages Certificate of Incorporaton of Burlington Coat Factory Warehouse of Edgewater Park, Inc

from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Montana, LLC

from S-4 4 pages Articles of Organization of Burlington Coat Factory of Montana, LLC

from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Hawaii, LLC

from S-4 5 pages Paul Tang 1830 Route 130 North, Burlington, Nj 08016 USA

from S-4 45 pages Page 1 I, Jeffrey W. Bullock, Secretary of State of the State of Delaware, Do Hereby Certify the Attached Are True and Correct Copies of All Documents on File of “Burlington Coat Factory Warehouse Corporation” as Received and Filed in This Office. the Following Documents Have Been Certified: Certificate of Incorporation, Filed the Twentieth Day of April, A.D. 1983, at 10:30 O’clock A.M. Certificate of Merger, Filed the Twenty-Second Day of April, A.D. 1983, at 12:15 O’clock P.M. Certificate of Amendment, Filed the Twenty-Seventh Day of April, A.D. 1983, at 4:15 O’clock P.M. Certificate of Amendment, Filed the Twenty-Seventh Day of March, A.D. 1987, at 9 O’clock A.M. Certificate of Ownership, Filed the Twentieth Day of April, A.D. 1989, at 9 O’clock A.M. and I Do Hereby Further Certify That the Effective Date of the Aforesaid Certificate of Ownership Is the Thirtieth Day of April, A.D. 1989. Certificate of Change of Registered Agent, Filed the Twenty-Third Day of May, A.D. 1990, at 9 O’clock A.M. 2007098 8100h Jeffrey W. Bullock, Secretary of State 110719368 Authentication : 8831645 You May Verify This Certificate Online at CORP.DELAWARE.GOV/AUTHVER.SHTML Date: 06-14-11 Page 2

from S-4 5 pages Certificate of Incorporation of Burlington Coat Factory Investments Holdings, Inc

from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Wisconsin, LLC

from S-4 1 page State of Wisconsin Department of Financial Institutions Division of Corporate and Consumer Services Articles of Organization - Limited Liability Company Filed: 3/16/06 Executed by the Undersigned for the Purpose of Forming a Wisconsin Limited Liability Company Under Ch. 183 of the Wisconsin Statutes: Article 1. Name of the Limited Liability Company: Burlington Coat Factory of Wisconsin, LLC Article 2. the Limited Liability Company Is Organized Under Ch. 183 of the Wisconsin Statutes. Article 3. Name of the Initial Registered Agent: Csc-Lawyers Incorporating Service Company Article 4. Street Address of the Initial Registered Office: (The Complete Address, Including Street and Number, if Assigned, and Zip Code. P 0 Box Address May Be Included as Part of the Address, but Is Insufficient Alone.) 25 West Main Street Madison, Wi 53703 Article 5. Management of the Limited Liability Company Shall Be Vested in Its Members Article 6. Name and Complete Address of Each Organizer: Cindy Rashed Reilly C/O Kirkland & Ellis, Llp 153 East 53rd Street New York, 10022 /S/ Cindy Rashed Reilly

from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of West Virginia, LLC

from S-4 2 pages Betty Ireland Secretary of State State Capitol Building 1900 Kanawha Blvd. East Charleston, Wv 25305-0770 West Virginia Articles of Organization of Limited Liability Company Filed: 3/15/06 We, Acting as Organizers According to West Virginia Code Section 31 B-2-202, Adopt the Following Articles of Organization for a West Virginia Limited Liability Company: The Name of the West Virginia Limited Liability Company Shall Be: Burlington Coat Factory of West Virginia, LLC the Company Will Be an LLC the Mailing Address of the Principal Office, if Different, Will Be: Street/Box: 1830 Route 130 North Burlington, New Jersey 08016 the Name and Address of the Agent for Service of Process, if Any, Is: Corporation Service Company 209 West Washington Street Charleston, Wv 25302 the Name and Address of Each Organizer