Burlington Coat Factory Purchasing, Inc. Watch

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

from S-4 8 pages By-Laws Burlington Coat Factory Realty of Franklin, Inc

from S-4 2 pages #602123773 Articles of Incorporation of Burlington Coat Factory Realty of Franklin, Inc. the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the State of Washington, Do Hereby Set Forth as Follows: First: The Name of the Corporation Is: Burlington Coat Factory Realty of Franklin, Inc

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

from S-4 1 page Application to Form a Limited Liability Company State of Washington Secretary of State Ubi: 602 594 489 Filed On: 3/15/06 Name of Limited Liability Company (LLC): Burlington Coat Factory of Washington, LLC Address of Llc’s Principal Place of Business 1830 Route 130 North, Burlington, Nj 08016 Effective Date of LLC: Upon Filing by the Secretary of State Management of LLC Is Vested in One or More Managers: No Name and Address of Washington State Registered Agent: Corporation Service Company, 6500 Harbour Heights Parkway, Suite 400, Mukilteo, Wa 98275 Name and Addresses of Each Person Executing This Certificate: Cindy Rashed Reilly, Kirkland & Ellis Llp, 153 East 53rd Street, New York, Ny 10022 /S/ Cindy Rashed Reilly

from S-4 7 pages Bylaws of Burlington Coat Realty of Potomac, Inc

from S-4 2 pages Articles of Incorporation of Burlington Coat Realty of Potomac, Inc. 1. the Corporate Name for the Corporation (Hereinafter Called the “Corporation”) Is Burlington Coat Realty of Potomac, Inc. 2. the Number of Shares Which the Corporation Is Authorized to Issue Is One Thousand, All of Which Are of a Par Value of One Dollar Each and Are of the Same Class and Are to Be Common Shares. Name Address Monroe Milstein 1830 Route 130 Burlington, New Jersey 08016 Henrietta Milstein 1830 Route 130 Burlington, New Jersey 08016 Andrew Milstein 1830 Route 130 Burlington, New Jersey 08016 6. Regarding the Management of the Business and the Regulation of the Affairs of the Corporation, and for Defining, Limiting, and Regulating the Powers of the Corporation, Its Directors, and Shareholders, It Is Further Provided

from S-4 8 pages By-Laws of Burlington Coat Factory Warehouse of Coliseum, Inc

from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Warehouse of Coliseum, Inc. the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the Commonwealth of Virginia, Do Hereby Set Forth as Follows: 1. the Name of the Corporation Is: Burlington Coat Factory Warehouse of Coliseum, Inc. 2. the Location or the Registered Office in This State Is in the City of Manassas, State of Virginia

from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Factory Realty of Fairfax, Inc. a Virginia Corporation

from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Realty of Fairfax, Inc. the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the State of Virginia, Do Hereby Set Forth as Follows: First: The Name of the Corporation Is Burlington Coat Factory Realty of Fairfax, Inc. Second: The Location of the Registered Office in This State Is in the City of Manassas, State of Virginia

from S-4 8 pages By-Laws of Burlington Coat Factory Realty of Coliseum, Inc

from S-4 3 pages Articles of Incorporation of Burlington Coat Factory Realty of Coliseum, Inc. the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the Commonwealth of Virginia, Do Hereby Set Forth as Follows: First. the Name of the Corporation Is Burlington Coat Factory Realty of Coliseum, Inc. Second. the Location of the Registered Office in This State Is in the City of Manassas, State of Virginia

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

from S-4 3 pages Commonwealth of Virginia State Corporation Commission Articles of Entity Conversion of Burlington Coat Factory Warehouse of Pocono Crossing, Inc. the Undersigned Corporation, Pursuant to Title 13.1, Chapter 9, Article 12.2 of the Code of Virginia, Hereby Executes the Following Articles of Entity Conversion and Sets Forth the Following: One the Name of the Corporation Immediately Prior to the Filing of These Articles of Entity Conversion Is Burlington Coat Factory Warehouse of Pocono Crossing, Inc. the Corporation Shall Convert to a Virginia Limited Liability Company and Its Name Shall Be Burlington Coat Factory of Pocono Crossing, LLC Two Attached Hereto as Annex a and Made a Part Hereof Is the Plan of Conversion Three the Plan of Conversion Was Adopted by the Unanimous Consent of the Shareholders. in Witness Whereof, the Undersigned Has Executed This Articles of Entity Conversion as of This 13th Day of March 2006, and the Undersign Affirms That the Statements Contained Herein Are True Under the Penalties of Perjury. Burlington Coat Factory Warehouse of Pocono Crossing, Inc. By: /S/ Paul Tang Name: Paul C. Tang Title: Secretary

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

from S-4 2 pages Commonwealth of Virginia State Corporation Commission Articles of Entity Conversion of Burlington Coat Factory Warehouse of Virginia, Inc. Filed:3/21/06 1. the Name of the Corporation Immediately Prior to the Filing of These Articles of Entity Conversion Is Burlington Coat Factory Warehouse of Virginia, Inc. the Corporation Shall Convert to a Virginia Limited Liability Company and Its Name Shall Be Burlington Coat Factory of Virginia, LLC. 2. Attached Hereto as Annex a and Made a Part Hereof Is the Plan of Conversion. 3. the Plan of Conversion Was Adopted by the Unanimous Consent of the Shareholders. Burlington Coat Factory Warehouse of Virginia, Inc. /S/ Paul C. Tang