Other Filers
Baby Depot of California, LLC
Bee Ridge Plaza, LLC
Burlington Coat Factory Direct Corp
Exhibits
S-4
from S-4 367 pages S-4
10/10/06
EX-1.1
from S-4 45 pages Burlington Coat Factory Warehouse Corporation $305,000,000 11 1/8% Senior Notes Due 2014 Purchase Agreement Dated April 10, 2006 Banc of America Securities LLC Bear, Stearns & Co. Inc. Wachovia Capital Markets, LLC Purchase Agreement
10/10/06
EX-1.2
from S-4 2 pages Joinder Agreement [Signature Page Follows]
10/10/06
EX-2.1
from S-4 61 pages Agreement and Plan of Merger by and Among Burlington Coat Factory Warehouse Corporation Bcfwc Acquisition, Inc. and Bcfwc Mergersub, Inc. Dated as of January 18, 2006
10/10/06
EX-3.1
from S-4 1 page State of Alabama Domestic Limited Liability Company Articles of Organization Guidelines Filed: March 9, 2006 Pursuant to the Alabama Limited Liability Company Act, the Undersigned Hereby Adopts the Following Articles of Organization 1. the Name of the Limited Liability Company: Burlington Coat Factory of Alabama, LLC 2. the Duration of the Limited Liability Company Is Perpetual 3. the Limited Liability Company Has Been Organized for the Following Purpose(s): Discounted Apparel Retailer 4. the Street Address of the Registered Office: 150 South Perry Street, Montgomery, Al 36104 and the Name of the Registered Agent at That Office: Csc-Lawyers Incorporating Service Incorporated 5. the Names and Addresses of the Initial Member(s) and Organizer (If Any): Burlington Coat Factory Warehouse Corporation, 1830 Route 130, Burlington, Nj 08016 – Member, Cindy R. Reilly, C/O Kirkland & Ellis, Llp, 153 East 53rd Street, New York, Ny 10022 – Organizer 6. Additional Information: None 7. /S/ Cindy R. Reilly March 3rd, 2006
10/10/06
EX-3.2
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Alabama, LLC
10/10/06
EX-3.3
from S-4 1 page Articles of Organization of Burlington Coat Factory Realty of Huntsville LLC Pursuant to the Alabama Limited Liability Company Act, the Undersigned Hereby Adopts the Following Articles of Organization. I the Name of the Limited Liability Company Is Burlington Coat Factory Realty of Huntsville LLC (The “Company”). II the Duration of the Company Is Perpetual. III the Company Has Been Organized for the Following Purpose(s): IV the Street Address of the Registered Office of the Company Is 150 South Perry Street, Montgomery, Alabama 36104 and the Name of the Registered Agent at That Office Is Csc - Lawyers Incorporating Service Incorporated. V the Names and Addresses of the Initial Member, and Organizer Are
10/10/06
EX-3.4
from S-4 5 pages Amended and Restated Limited Liability Company Agreement of Burlington Coat Factory Realty of Huntsville, LLC
10/10/06
EX-3.5
from S-4 3 pages Articles of Incorporation of Burlington Coat Factory Warehouse of Anchorage, Inc. First: The Name of the Corporation (Hereinafter Called the “Corporation”) Is Burlington Coat Factory Warehouse of Anchorage, Inc. Second: The Purposes for Which the Corporation Is Organized, Which Shall Include the Authority of the Corporation to Transact Any or All Lawful Business for Which Corporations May Be Incorporated Under the Alaska Corporations Code, Are as Follows: The Operation of Men’s, Women’s and Children’s Clothing Stores Specializing in Leather and Suede Jackets, Pants, Coats, Boots, Moccasins, Belts, Leather Hides, Purses, Hats, Furs, Bags, Gloves, Vests, Novelties, Accessories, and Related Services
10/10/06
EX-3.6
from S-4 6 pages Bylaws of Burlington Coat Factory Warehouse of Anchorage, Inc
10/10/06
EX-3.7
from S-4 1 page Az Corporation Commission Filed Mar 13 2006 File No L-1270230-0 Articles of Organization A.R.S. Section 29-632 1. the Name of the Limited Liability Company Is: Burlington Coat Factory of Arizona, LLC 2. the Address of the Company’s Known Place of Business in Arizona Is: 6225 E Southern Avenue, Mesa, Az 85206 3. the Name and Street Address of the Statutory Agent of the Company Is: Corporation Service Company, 2338 W. Royal Palm Road, Suite J, Phoenix, Az 85021 Acceptance of Appointment by Statutory Agent I Corporation Service Company , Having Been Designated to Act as Statutory Agent, Hereby Consent to Act in That Capacity Until Removed or Resignation Is Submitted in Accordance With the Arizona Revised Statutes. By: /S/ Carol Dolor Signature of Statutory Agent Carol Dolor [If Signing on Behalf of a Company Serving as Statutory Agent, Print Company Name Here] 4. the Latest Date, if Any, on Which the Limited Liability Company Must Dissolve Is: 5. Management of the Limited Liability Company Is Reserved to the Members. the Names and Addresses of Each Person Who Is a Member Are: Burlington Coat Factory Purchasing, Inc., a Delaware Corporation X Member 1830 Route 130 Burlington, Nj 08016 Executed This 6th Day of March, 2006. /S/ Cindy Rashed Reilly
10/10/06
EX-3.8
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Arizona, LLC
10/10/06
EX-3.9
from S-4 2 pages Expedited Az Commission Filed 2001 May 29 P 2:12 Appr Mindy Robinson Date Appr 05-29-2001 Term
10/10/06
EX-3.10
from S-4 7 pages Burlington Coat Factory Realty of Desert Sky, Inc. By-Laws Burlington Coat Factory Realty of Desert Sky, Inc
10/10/06
EX-3.11
from S-4 2 pages State of Arizona Filed: May 29, 2001 File No. 0990747-3 Appr: Mindy Robinson Date Appr: 05-29-2001 Articles of Incorporation of Burlington Coat Factory of Mesa, Inc. the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the State of Arizona, Do Hereby Set Forth as Follows: First: The Name of the Corporation Is Burlington Coat Factory of Mesa, Inc
10/10/06
EX-3.12
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of Mesa, Inc
10/10/06
EX-3.13
from S-4 1 page Arkansas Secretary Charlie Daniels Document Number: 4988180002 Filed 03/09/06 Articles of Organization 1. the Name of the Limited Liability Company Is: Burlington Coat Factory of Arkansas, LLC 2. Address of Principal Place of Business of the Limited Liability Company (Which May Be, but Need Not Be, the Place of Business) Shall Be: 1830 Route 130, Burlington, Nj 08016 3. the Name of the Registered Agent and the Physical Registered Office Address of Said Agent Shall Be: Corporation Service Company, 101 S. Spring Street, Suite 220, Little Rock, Ar 72201 4. if the Management of Thos Company Is Vested in a Manager or Managers, a Statement to That Effect Must Be Included in the Space Provided or by Attachment: N/a Please Type or Print Clearly in Ink the Name of the Person (S) Authorized to Execute This Document. Cindy Rashed Reilly, Authorized Person Signature of Authorized Manager, Member, or Person Forming This Company: /S/ Cindy Rashed Reilly
10/10/06
EX-3.14
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Arkansas, LLC
10/10/06
EX-3.15
from S-4 1 page State of California Secretary of State Filed March 7, 2006 File No: 200606610257 Certification of Formation of Baby Depot of California, LLC a California Limited Liability Company 1. the Name of the Limited Liability Company Is Baby Depot of California, LLC. 2. the Purpose of the Limited Liability Company Is to Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the Beverly-Killea Limited Liability Company Act. 3. the Name of the Initial Agent for Service of Process Is Corporation Service Company Which Will Do Business in California as Csc-Lawyers Incorporating Service. 4. the Address Is California. 5. the Limited Liability Company Will Be Managed by All Limited Liability Company Members(s). 6. Additional Information: 7. /S/ Cindy Rashed Reilly March 3, 2006. 8. Return To
10/10/06
EX-3.16
from S-4 5 pages Limited Liability Company Agreement of Baby Depot of California, LLC
10/10/06
EX-3.17
from S-4 1 page State of California Secretary of State Filed March 7, 2006 File No. 200606610275 Certification of Formation of Burlington Coat Factory of California, LLC a California Limited Liability Company 1. the Name of the Limited Liability Company Is Burlington Coat Factory of California, LLC 2. the Purpose of the Limited Liability Company Is to Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the Beverly-Killea Limited Liability Company Act. 3. the Name of the Initial Agent of Service of Process Is Corporation Service Company Which Will Do Business Sin California as Csc-Lawyers Incorporating Service. 4. the Address Is California. 5. the Limited Liability Company Will Be Managed by All Limited Liability Company Member(s). 6. Additional Information: 7. /S/ Cindy Rashed Reilly March 3, 2006 8. Return To
10/10/06
EX-3.18
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of California, LLC
10/10/06
EX-3.19
from S-4 1 page 2345112 Endorsed - Filed in the Office the Secretary of State of the State of California May 23 2001 Bill Jones, Secretary of State Articles of Incorporation of Burlington Coat Factory Realty of Dublin, Inc. First: The Name of the Corporation Is: Burlington Coat Factory Realty of Dublin, Inc
10/10/06
EX-3.20
from S-4 11 pages By-Laws of Burlington Coat Factory Realty of Dublin, Inc
10/10/06
EX-3.21
from S-4 1 page State of California Secretary of State Filed May 23, 2001 File No. 2345113 Articles of Incorporation of Burlington Coat Factory Realty of Florin, Inc. 1. the Name of the Corporation Is Burlington Coat Factory Realty of Florin, Inc
10/10/06
EX-3.22
from S-4 10 pages By-Laws of Burlington Coat Factory Realty of Florin, Inc
10/10/06
EX-3.23
from S-4 1 page Articles of Incorporation of Burlington Coat Factory Realty of Ventura, Inc. First: The Name of the Corporation Is: Burlington Coat Factory Realty of Ventura, Inc
10/10/06
EX-3.24
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of Ventura, Inc
10/10/06
EX-3.25
from S-4 1 page State of California Secretary of State Filed March 7, 2006 File No: 200606610270 Limited Liability Company Articles of Organization 1. the Name of the Limited Liability Company Is Burlington Coat Factory Warehouse of San Bernadino, LLC. 2. the Purpose of the Limited Liability Company Is to Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the Beverly-Killea Limited Liability Company Act. 3. the Name of the Initial Agent for Service of Process Is Corporation Service Company Which Will Do Business in California as Csc-Lawyers Incorporating Service. 4. the Address Is California. 5. the Limited Liability Company Will Be Managed by All Limited Liability Company Members. /S/ Cindy Rashed Reilly March 3, 2006
10/10/06
EX-3.26
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory Warehouse of San Bernadino, LLC
10/10/06
EX-3.27
from S-4 1 page State of California Secretary of State Filed March 7, 2006 File No. 200606610266 Limited Liability Company Articles of Organization 1. the Name of the Limited Liability Company Is Mjm Designer Shoes of California, LLC. 2. the Purpose of the Limited Liability Company Is to Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the Beverly-Killea Limited Liability Company Act. 3. the Name of the Initial Agent for Service of Process Is Corporation Service Company Which Will Do Business in California as Csc-Lawyers Incorporating Service. 4. the Address Is California. 5. the Limited Liability Company Will Be Managed by All Limited Liability Company Member(s). /S/ Cindy Rashed Reilly March 3, 2006
10/10/06
EX-3.28
from S-4 5 pages Limited Liability Company Agreement of Mjm Designer Shoes of California, LLC
10/10/06
EX-3.29
from S-4 1 page 20061095258 C Secretary of State Colorado Filed: March 6, 2006 Articles of Organization Filed Pursuant to 47-90-301, Et Seq. and 87-80-204 of the Colorado Revised Statutes (C.R.S). 1. the Name of the Limited Liability Company Is Burlington Coat Factory of Colorado, LLC 2. the Principal Office Street and Mailing Address Is 1830 Route 130, Burlington, Nj 08016. 3. the Registered Agent Name Is Corporation Service Company. 4. the Registered Agent Street Address Is 1560 Broadway, Denver, Co 80202. 5. the Name and Mailing Address of the Business Organization Forming the Limited Liability Company Is Burlington Coat Factory Purchasing, Inc., 1830 Route 130, Burlington Nj 08016. 6. the Management of the Limited Liability Company Is Vested in the Members. 7. There Is at Least One Member of the Limited Liability Company. 8. the Name and Mailing Address of the Individuals Causing the Document to Be Delivered for Filing Is: /S/ Cindy R. Reilly Cindy R. Reilly C/O Kirkland & Ellis, Llp, 153 East 53rd Street, New York, Ny 10022
10/10/06
EX-3.30
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Colorado, LLC
10/10/06
EX-3.31
from S-4 1 page Articles of Organization Filed 03/10/2006 01:39 Pm Secretary of the State Connecticut Secretary of the State 1. Name of the Limited Liability Company Is Burlington Coat Factory of Connecticut, LLC 2. the Purpose of the Limited Liability Company Is to Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Formed Under the Connecticut Limited Liability Company Act 3. Principal Office Address: 1830 Route 130, Burlington, Nj 08016 4. Name of Agent – Corporation Service Company, Business Address – C/O Corporation Service Company, 50 Weston Street, Hartford, Ct 06120-1537 5. Management: Blank 6. Managers or Members Information: Burlington Coat Factory Warehouse, Member, 1830 Route 130, Burlington, Nj 08016 7. /S/ Cindy Rashed Reilly
10/10/06
EX-3.32
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Connecticut, LLC
10/10/06
EX-3.33
from S-4 3 pages Certificate of Incorporation of Burlington Coat Realty of East Windsor, Inc. the Undersigned, for the Purpose of Forming a Corporation Under the Provisions of the Stock Corporation Act of the State of Connecticut, Does Hereby Certify That: First: The Name of the Corporation Is Burlington Coat Realty of East Windsor, Inc
10/10/06
EX-3.34
from S-4 7 pages By-Laws of Burlington Coat Realty of East Windsor, Inc
10/10/06
EX-3.35
from S-4 1 page Articles of Organization Domestic Limited Liability Company Office of the Secretary of the State 30 Trinity Street P.O. Box 150470 Hartford, Ct 06115-0470 Filing #0003162095 Pg 01 of 01 Vol B-00888 Filed: 03/10/2006 Secretary of the State Connecticut Secretary of the State 1. Name of the Limited Liability Company Cohoes Fashions of Connecticut, LLC 2. Nature of Business to Be Transacted or the Purposes to Be Promoted the Purpose of the Limited Liability Company Is to Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Formed Under the Connecticut Limited Liability Company Act 3. Principal Office Address: 1830 Route 130 Burlington, Nj 08016 4. Appointment of Statutory Agent for Service of Process Name of Agent: Corporation Service Company Business Address (P.O. Box Is Not Acceptable): C/O Corporation Service Company 50 Weston Street Hartford, Ct 06120-1537 Acceptance of Appointment: Corporation Service Company By: /S/ Jacqueline N Casper Asst. V.P. 6. Managers or Members Information Burlington Coat Factory Warehouse Title Member Business Address 1830 Route 130 Burlington, Nj 08016 Residence Address 7. /S/ Cindy Rashed Reilly
10/10/06
EX-3.36
from S-4 5 pages Limited Liability Company Agreement of Cohoes Fashions of Connecticut, LLC
10/10/06
EX-3.37
from S-4 1 page Certificate of Formation of Burlington Coat Factory of Delaware, LLC Filed: March 7, 2006 This Certificate of Formation of Burlington Coat Factory of Delaware, LLC (The “LLC”) Has Been Duly Executed and Is Being Filed by the Undersigned, as an Authorized Person, to Form a Limited Liability Company Under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, Et. Seq.). First. the Name of the Limited Liability Company Formed Hereby Is Burlington Coat Factory of Delaware, LLC. Second. the Address of the Registered Office of the LLC in the State of Delaware Is C/O Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. Third. the Name and Address of the Registered Agent for Service of Process on the LLC in the Stale of Delaware Is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. Fourth: This Certificate Is to Become Effective on April 2, 2006 at 12:01 Am Eastern Standard Time. in Witness Whereof, the Undersigned Has Duly Executed This Certificate of Formation as of the 7th Day of March, 2006. By: /S/ Cindy Rashed Reilly Name: Cindy Rashed Reilly Title: Authorized Person
10/10/06
EX-3.38
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Delaware, LLC
10/10/06
EX-3.39
from S-4 3 pages Certificate of Incorporation of Burlington Coat Factory of Texas, Inc. Filed With Secretary of State of Delaware on 3/08/06
10/10/06
EX-3.40
from S-4 14 pages By-Laws of Burlington Coat Factory of Texas, Inc. a Delaware Corporation
10/10/06
EX-3.41
from S-4 2 pages State of Delaware Secretary of State Division of Corporations Delivered 01:08 Pm 03/08/2006 Filed 01:08 Pm 03/08/2006 Srv 060227557 - 4121984 File Certificate of Limited Partnership of Burlington Coat Factory of Texas, L.P. This Certificate of Limited Partnership Is Made, Executed and Dated as of March 8, 2006, by Burlington Coat Factory Warehouse of Baytown, Inc., a Texas Corporation, as General Partner, Pursuant to Sections 17-101 to 17-1109 of the Delaware Revised Uniform Limited Partnership Act, as Amended. First: The Name of the Limited Partnership Is: Burlington Coat Factory of Texas, L.P. Second: The Address of the Limited Partnership’s Registered Office in the State of Delaware Is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the County of New Castle, Delaware. the Name of Its Registered Agent at Such Address Is Corporation Service Company. Third: The Name and the Business Mailing Address of the Sole General Partner Is: Burlington Coat Factory Warehouse of Baytown, Inc. 1830 Route 130 Burlington, Nj 08016 in Witness Whereof, the Undersigned, Constituting the Sole General Partner of Burlington Coat Factory of Texas, L.P., Has Executed This Certificate on Behalf of Burlington Coat Factory of Texas, L.P. as of the 8th Day of March, 2006. Burlington Coat Factory Warehouse of Baytown, Inc. Its: General Partner By: /S/ Paul C. Tang Name: Paul C. Tang Title: Executive Vice President and Secretary March 8, 2006 Delaware Secretary of State Division of Corporations Townsend Building Dover, De 19903 to Whom It May Concern: Burlington Coat Factory of Texas, Inc. Hereby Consents to Use of the Name Burlington Coat Factory of Texas by Burlington Coat Factory of Texas, L.P. Very Truly Yours, Burlington Coat Factory of Texas, Inc. By: /S/ Paul C. Tang Name: Paul C. Tang Title: Executive Vice President and Secretary 2
10/10/06
EX-3.42
from S-4 5 pages Agreement of Limited Partnership of Burlington Coat Factory of Texas, L.P
10/10/06
EX-3.43
from S-4 3 pages Certificate of Incorporation of Burlington Coat Factory Investments Holdings, Inc
10/10/06
EX-3.44
from S-4 14 pages By-Laws of Burlington Coat Factory Investments Holdings, Inc. a Delaware Corporation
10/10/06
EX-3.45
from S-4 2 pages Certificate of Incorporation of Burlington Coat Factory Purchasing, Inc. State of Delaware Secretary of State Division of Corporation Delivered 05:07 Pm 03/06/2006 Filed 03/06/2006 Srv 060219334 - 4120604 File
10/10/06
EX-3.46
from S-4 14 pages By-Laws of Burlington Coat Factory Purchasing, Inc. a Delaware Corporation
10/10/06
EX-3.47
from S-4 6 pages Certificate of Incorporation of Burlington Coat Factory Realty Corp. State of Delaware Secretary of State Division of Corporations Delivered 01:20 Pm 06/22/1993 931735325 - 2341129
10/10/06
EX-3.48
from S-4 9 pages Bylaws of Burlington Coat Factory Realty Corp
10/10/06
EX-3.49
from S-4 7 pages V80258 Filed April 20, 1983 Certificate of Incorporation of Burlington Coat Factory Warehouse Corporation First: The Name of the Corporation Is Burlington Coat Factory Warehouse Corporation. Second: The Address of the Registered Office of the Corporation in the State of Delaware Is 306 South State Street, in the City of Dover, County of Kent. the Name of Its Registered Agent at That Address Is the United States Corporation Company. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which a Corporation May Be Organized Under the General Corporation Law of Delaware as Set Forth in Title 8 of the Delaware Code (The “Gcl”)
10/10/06
EX-3.50
from S-4 9 pages By-Laws of Burlington Coat Factory Warehouse Corporation
10/10/06
EX-3.51
from S-4 5 pages Certificate of Incorporation of Burlington Coat Factory Warehouse of Delaware, Inc. Filed May 2 1984 #8400620111 I, the Undersigned, in Order to Form a Corporation for the Purposes Hereinafter Stated, Under and Pursuant to the Provisions of the General Corporation Law of the State of Delaware, Do Hereby Certify as Follows: First: The Name of the Corporation Is Burlington Coat Factory Warehouse of Delaware, Inc., (Hereinafter Referred to as the Corporation”). Second: The Registered Office of the Corporation Is to Be Located at C/O the Prentice-Hall Corporation System, Inc., 229 South State Street, in the City of Dover, County of Kent, State of Delaware 19901. the Name of Its Registered Agent at That Address Is the Prentice-Hall Corporation System, Inc. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which a Corporation May Be Organized Under the General Corporation Law of Delaware. Fourth: (A) the Corporation Shall Be Authorized to Issue One Thousand (1000) Shares, All of Which Are One Dollar ($1.00) Par Value Per Share, All of Which Are of the Same Class and All of Which Are to Be Designated as Common Stock. (B) Except as Otherwise Required by Statute, the Holders of the Common Stock of the Corporation Shall Possess the Exclusive Right to Vote for the Election of Directors and for All Other Corporate Purposes
10/10/06
EX-3.52
from S-4 9 pages Offices Section 1. Registered Office. the Registered Office of the Corporation Shall Be in the City of Dover, County of Kent, State of Delaware. Section 2. Other Offices. the Corporation May Also Have Offices at Such Other Places Both Within and Without the State of Delaware as the Board of Directors May From Time to Time Determine
10/10/06
EX-3.53
from S-4 4 pages Filed Dec. 10 1984 Certificate of Amendment of the Certificate of Incorporation of Burlington Finance Corporation It Is Hereby Certified: First: The Name of the Corporation Is Burlington Finance Corporation (Hereinafter Referred to as the “Corporation”) . Second: The Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out Article First Thereof and by Substituting in Lieu of Said Article the Following Article: Third: The Name of the Corporation Is C.F.B., Inc. (Hereinafter Referred to as the “Corporation”). Fourth: The Amendment of the Certificate Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, the Undersigned Have Execute This Certificate of Amendment of the Certificate of Incorporation on Behalf of the Corporation, Affirming That the Statements Herein Contained Are True and Correct Under the Penalties of Perjury This 5th Day of December, 1984. /S/ Monroe G. Milstein, President Attested: /S/ Henrietta Milstein, Secretary
10/10/06
EX-3.54
from S-4 9 pages Offices Section 1. Registered Office. the Registered Office of the Corporation Shall Be in the City of Dover, County of Kent, State of Delaware. Section 2. Other Offices. the Corporation May Also Have Offices at Such Other Places Both Within and Without the State of Delaware as the Board of Directors May From Time to Time Determine
10/10/06
EX-3.55
from S-4 5 pages Date Filed: 7/6/1984 File No.: 8401880155 Certificate of Incorporation of Burlington Licensing Corporation I, the Undersigned, in Order to Form a Corporation for the Purposes Hereinafter Stated, Under and Pursuant to the Provisions of the General Corporation Law of the State of Delaware, Do Hereby Certify as Follows: First: The Name of the Corporation Is Burlington Licensing Corporation (Hereinafter Referred to as the “Corporation”). Second: The Registered Office of the Corporation Is to Be Located at 229 South State Street, City of Dover, 19901, County of Kent, State of Delaware. the Name of Its Registered Agent at That Address Is the Prentice-Hall Corporation System, Inc. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which a Corporation May Be Organized Under the General Corporation Law of Delaware. Fourth: (A) the Corporation Shall Be Authorized to Issue One Thousand (1,000) Shares All of Which Are $.001 Par Value, All of Which Are of the Same Class and All of Which Are to Be Designated as Common Stock. (B) Except as Otherwise Required by Statute, the Holders of the Common Stock of the Corporation Shall Possess the Exclusive Right to Vote for the Election of Directors and for All Other Corporate Purposes
10/10/06
EX-3.56
from S-4 9 pages Offices Section 1. Registered Office. the Registered Office of the Corporation Shall Be in the City of Dover, County of Kent, State of Delaware. Section 2. Other Offices. the Corporation May Also Have Offices at Such Other Places Both Within and Without the State of Delaware as the Board of Directors May From Time to Time Determine
10/10/06
EX-3.57
from S-4 2 pages State of Delaware Secretary of State Filed March 7, 2006 File No: Srv 060222948 - 3948731 Certificate of Formation of Mjm Designer Shoes of Delaware, LLC This Certificate of Formation of Mjm Designer Shoes of Delaware, LLC (The “LLC”) Has Been Duly Executed and Is Being Filed by the Undersigned, as an Authorized Person, to Form a Limited Liability Company Under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, Et. Seq.). First. the Name of the Limited Liability Company Formed Hereby Is Mjm Designer Shoes of Delaware, LLC. Second. the Address of the Registered Office of the LLC in the State of Delaware Is C/O Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. Third. the Name and Address of the Registered Agent for Service of Process on the LLC in the State of Delaware Is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. Fourth: This Certificate Is to Become Effective on April 2, 2006 at 12:01 Am Eastern Standard Time. in Witness Whereof, the Undersigned Has Duly Executed This Certificate of Formation as of the 7th Day of March, 2006. By: /S/ Cindy Rashed Reilly Name: Cindy Rashed Reilly Title: Authorized Person
10/10/06
EX-3.58
from S-4 5 pages Limited Liability Company Agreement of Mjm Designer Shoes of Delaware, LLC
10/10/06
EX-3.59
from S-4 5 pages Article of Amendment of Bee Ridge Plaza, LLC Filed 2003 May 30 1. This Article Amends the Articles of Organization of Bee Ridge Plaza, LLC. 2. the Articles of Organization Were Filed With the Florida Department of State on May 22, 2003. /S/ Andrew M. O’malley State of Florida County of Hillsborough the Foregoing Instrument Was Acknowledged Before Me This 28th Day of May, 2003, by Andrew M. O’malley, as the Authorized Representative of Bee Ridge Plaza, LLC, a Florida Limited Liability Company, on Behalf of the Company. [Notary Seal] /S/ Sandra F. Day # Dd111496 Expires April 23, 2006
10/10/06
EX-3.60
from S-4 17 pages Operating Agreement and Regulations of Bee Ridge Plaza, LLC
10/10/06
EX-3.61
from S-4 4 pages Articles of Organization for Florida Limited Liability Company
10/10/06
EX-3.62
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Florida, LLC
10/10/06
EX-3.63
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Realty of Coral Springs, Inc. Filed 2002 January 31 Pm 12:11 Secretary of State Tallahassee Florida Tallahassee Florida
10/10/06
EX-3.64
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of Coral Springs, Inc
10/10/06
EX-3.65
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Realty of Orlando, Inc. Filed 99 Jan 22 Pm 1:20 Secretary of State Tallahassee, Florida
10/10/06
EX-3.66
from S-4 9 pages By-Laws of Burlington Coat Factory Realty of Orlando, Inc
10/10/06
EX-3.67
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Realty of Sarasota, Inc. Filed Secretary of State Division of Corporations 02 Aug 15 Am 11:28
10/10/06
EX-3.68
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of Sarasota, Inc
10/10/06
EX-3.69
from S-4 3 pages Articles of Incorporation of Burlington Coat Factory Realty of University Square, Inc
10/10/06
EX-3.70
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of University Square, Inc
10/10/06
EX-3.71
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Realty of West Colonial, Inc. Filed 2002 Dec 17 Pm 1:03
10/10/06
EX-3.72
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of West Colonial, Inc
10/10/06
EX-3.73
from S-4 2 pages Articles of Incorporation of K&T Acquisition Corp
10/10/06
EX-3.74
from S-4 7 pages By-Laws of K&T Acquisition Corp
10/10/06
EX-3.75
from S-4 2 pages State of Florida Secretary of State Filed March 10, 2006 Certificate of Conversion for “Other Business Entity” Into Florida Limited Liability Company This Certificate of Conversion and Attached Articles of Organization Are Submitted to Convert the Following “Other Business Entity” Into a Florida Limited Liability Company in Accordance With a 608.439, Florida Statutes. 1. the Name of the “Other Business Entity” Immediately Prior to the Filing of This Certificate of Conversion Is Mjm Designer Shoes of Brandon, Inc. 2. the “Other Business Entity” Is a Limited Liability Company, First Organized, Formed or Incorporated Under the Laws of Florida on December 12, 2001. 3. Jurisdiction Change: Not Applicable. 4. the Name of the Florida Limited Liability Company as Set Forth in the Attached Articles of Organization Is Mjm Designer Shoes of Florida, LLC. 5. if Not Effective on the Date of Filing, Enter the Effective Date: April 2, 2006. 3/09/06 /S/ Paul Tang Executive Vice President. Articles of Organization for Florida Limited Liability Company /S/ Laura R. Dunlap as Its Agent /S/ Paul Tang 2
10/10/06
EX-3.76
from S-4 5 pages Limited Liability Company Agreement of Mjm Designer Shoes of Florida, LLC
10/10/06
EX-3.77
from S-4 6 pages Articles of Organization of Burlington Coat Factory of Georgia, LLC Filed: March 10, 2006 to the Secretary of State of the State of Georgia First. the Name of the Limited Liability Company (The “Company”) Is Burlington Coat Factory of Georgia, LLC. Second. the Name and Address of the Organizer Is Cindy Rashed Reilly C/O Kirkland & Ellis, Llp, 153 East 53rd Street, New York, New York 10022. Third. the Name and Address of the Registered Agent for Service of Process on the Company in the State of Georgia Is Corporation Service Company, 40 Technology Pkwy South, #300, Norcross, Gwinnett County, Georgia 30092. Fourth: The Mailing Address of the Company’s Principal Place of Business Is 1830 Route 130, Burlington, New Jersey 08016. in Witness Whereof, the Undersigned Has Duly Executed This Certificate of Formation as of the 8th Day of March, 2006. By: /S/ Cindy Rashed Reilly Cindy Rashed Reilly, Organizer
10/10/06
EX-3.78
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Georgia, LLC
10/10/06
EX-3.79
from S-4 5 pages Articles of Incorporation of Burlington Coat Factory Realty of Morrow, Inc. 1. the Name of the Corporation Is: Burlington Coat Factory Realty of Morrow, Inc
10/10/06
EX-3.80
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of Morrow, Inc. Article 1 Offices Section 1. Registered Office. – The Registered Office Shall Be Established and Maintained at C/O United Corporate Services, Inc., 4228 First Avenue, Tucker, Georgia 30084 and United Corporate Services, Inc. Shall Be the Registered Agent of This Corporation in Charge Thereof. Section 2. Other Offices. – The Corporation May Have Other Offices, Either Within or Without the State of Georgia, at Such Place or Places as the Board of Directors May From Time to Time Appoint or the Business of the Corporation May Require
10/10/06
EX-3.81
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Warehouse of Atlanta, Inc. (Incorporated Under the Laws of the State of Georgia) I, the Undersigned, in Order to Form a Corporation for the Purposes Hereinafter Stated, Under and Pursuant to the Provisions of the Business Corporation Code of Georgia, Do Hereby Certify as Follows: First: The Name of the Corporation Is Burlington Coat Factory Warehouse of Atlanta, Inc
10/10/06
EX-3.82
from S-4 3 pages By-Laws of the Burlington Coat Factory Warehouse of Atlanta, Inc. (Incorporated Under the Laws of the State of Georgia.) Section 1. in Addition to Its Registered Office in the State of Its Incorporation, the Corporation May Also Have Offices at Such Other Places Within or Without the State as the Board of Directors Shall From Time to Time Determine. Section 2. Meetings of the Stockholders and Meetings of the Board of Directors May Be Held at the Principal Office or at Any Other Place or Places Within or Without the State, as May Be Determined by the Board
10/10/06
EX-3.83
from S-4 1 page State of Idaho Secretary of State Filed March 13, 2006 File No. W48420 Articles of Organization Limited Liability Company 1. the Name of the Limited Liability Company Is Burlington Coat Factory of Idaho, LLC. 2. the Street Address of the Initial Registered Office Is 1401 Shoreline Drive, Suite 2, Boise, Idaho 83702 and the Name of the Initial Registered Agent at the Above Address Is Corporation Service Company. 3. the Mailing Address for Future Correspondence Is 1830 Route 130, Burlington, New Jersey 08016. 4. Management of the Limited Liability Company Will Be Vested in Member(s). 5. the Name and Address of at Least One Initial Member Is Burlington Coat Factory Purchasing, Inc., 1830 Route 130, Burlington, Nj 08016. 6. /S/ Paul C. Tang, Vice President of Member
10/10/06
EX-3.84
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Idaho, LLC
10/10/06
EX-3.85
from S-4 1 page Illinois Limited Liability Company Act Articles of Organization Filed: March 15, 2006 1. Limited Liability Company Name Is Burlington Coat Factory of Illinois, LLC 2. Address of Principal Place Where the Records of the Company Are to Be Kept: 1830 Route 130, Burlington, New Jersey 08016 3. Articles of Organization Effective on the Filing Date 4. Registered Agent’s Name and Registered Office Address: Illinois Corporation Service Company, 801 Adlai Stevenson Drive, Springfield, Il 62703, Sangamon County 5. Purpose for Which the Limited Liability Company Is Organized: The Transaction of Any of All Lawful Business for Which Limited Liability Companies May Be Organized Under This Act 6. Blank 7. Blank 8. the Limited Liability Company Has Management Vested in the Member(s): Burlington Coat Factory Purchasing, Inc., 1830 Route 130, Burlington, Nj 08016 9. I Affirm, Under Penalties of Perjury, Having Authority to Sign Hereto, That These Articles of Organization Are to the Best of My Knowledge and Belief, True, Correct and Complete, Dated March 8, 2006. /S/ Paul C. Tang Organizer
10/10/06
EX-3.86
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Illinois, LLC
10/10/06
EX-3.87
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Realty of Bloomingdale, Inc
10/10/06
EX-3.88
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of Bloomingdale, Inc
10/10/06
EX-3.89
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Realty of River Oaks, Inc. Filed July 3, 1997, George H. Ryan, Secretary of State Expedited July 3, 1997 1. the Corporate Name for the Corporation (Hereinafter Called the “Corporation”) Is Burlington Coat Factory Realty of River Oaks, Inc. 2. the Initial Registered Agent Is United Corporate Services, Inc. the Initial Registered Office Is 801 Adlai Stevenson Drive, Springfield, Il 62703 (Sangamon County). 3. This Corporation Is Formed to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Business Corporation Law of the State of Illinois. 4. 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. the Number of Shares Proposed to Be Issued Is 10. the Consideration to Be Received Therefor Is $1,000.00 the Preferences, Qualifications, Limitations, Restrictions and Special or Relative Rights in Respect of the Shares of Each Class Are: (If Not Sufficient Space to Cover This Point, Add One or More Sheets of This Size.) 8. Name(s) and Address(es) of Incorporators. the Undersigned Incorporator(s) Hereby Declare(s), Under Penalties of Perjury, That the Statements Made in the Foregoing Articles of Incorporation Are True. Dated May 24, 2001
10/10/06
EX-3.90
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of River Oaks, Inc
10/10/06
EX-3.91
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Warehouse of East St. Louis, Inc. Filing Date: 7/2/1985 Filed By: Jim Edgar, Secretary of State, State of Illinois File No.: 2105 1 0480 1. the Name of the Corporation Is Burlington Coat Factory Warehouse of East St. Louis, Inc. 2. the Name and Address of the Initial Registered Agent and Its Registered Office Are: Registered Agent: United States Corporation Company of Illinois Registered Office: 33 North Lasalle Street, Chicago, Il 60602, Cook County 3. the Purpose for Which the Corporation Is Organized Is to Establish and Conduct a General Retail Department Store. 4. the Authorized Shares Shall Be: Class: Common Par Value Per Share: $1.00 Number of Shares Authorized: 1,000 5. the Number of Shares to Be Issued Initially, and the Consideration to Be Received by the Corporation Therefor, Are: Class: Common Par Value Per Share: $1.00 Number of Shares Proposed to Be Issued: 1,000 Consideration to Be Received Therefor: $1,000
10/10/06
EX-3.92
from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Factory Warehouse of East St. Louis, Inc. an Illinois Corporation
10/10/06
EX-3.93
from S-4 3 pages Articles of Incorporation of Burlington Coat Realty of Gurnee, Inc. Filed June 23, 1993, George H. Ryan, Secretary of State 1. Corporate Name: Burlington Coat Realty of Gurnee, Inc. (The Corporate Name Must Contain the Word “Corporation”, “Company”, “Incorporated”, “Limited” or an Abbreviation Thereof.) 2. Initial Registered Agent: Is the Prentice-Hall Corporation System, Inc. Initial Registered Office: 33 North Lasalle Street, Chicago, Il (Cook County) 60602. 3. Purpose or Purposes for Which the Corporation Is Organized: (If Not Sufficient Space to Cover This Point, Add One or More Sheets of This Size.) to Transact Any or All Lawful Businesses for Which Corporations May Be Incorporated Under the Business Corporation Act of 1983. the Operation of Men’s, Women’s, and Children’s Clothing Stores Specializing in Leather and Suede Jackets, Pants, Coats, Boots, Moccasins, Belts, Leather Hides, Purses, Hats, Furs, Bags, Gloves, Vests, Novelties, Accessories, and Related Services
10/10/06
EX-3.94
from S-4 10 pages By-Laws of Burlington Coat Realty of Gurnee, Inc. (An Illinois Corporation) Article - I Shareholders
10/10/06
EX-3.95
from S-4 3 pages Plan of Conversion Whereas, Burlington Coat Factory Warehouse of Lafayette, Inc. an Indiana Corporation Desires to Convert Its Business Entity Status From a Corporation to a Limited Liability Company. 1. the Name of the Business Entity Prior to the Conversion Is: Burlington Coat Factory Warehouse of Lafayette, Inc. (“Lafayette”) and Is a Corporation Duly Organized Under the Laws of the State of Indiana on January 29. 1999. 2. the Name of the Business Entity After the Conversion Shall Be Burlington Coat Factory of Indiana, LLC Be a Limited Liability Company Duly Organized Under the Laws of the State of Indiana (The “Converted Entity”) 3. the Conversion Shall Become Effective on March 31,2006 (The “Effective Date”)
10/10/06
EX-3.96
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Indiana, LLC
10/10/06
EX-3.97
from S-4 2 pages State of Indiana Office of the Secretary of State Certificate of Existence to Whom These Presents Come, Greeting: I, Todd Rokita, Secretary of State of Indiana, Do Hereby Certify That I Am, by Virtue of the Laws of the State of Indiana, the Custodian of the Corporate Records and the Proper Official to Execute This Certificate. I Further Certify That Records of This Office Disclose That Burlington Coat Factory Realty of Greenwood, Inc. Duly Filed the Requisite Documents to Commence Business Activities Under the Laws of the State of Indiana on April 15, 2002, and Was in Existence or Authorized to Transact Business in the State of Indiana on March 31, 2006 I Further Certify This For-Profit Domestic Corporation Has Filed Its Most Recent Report Required by Indiana Laws With the Secretary of State, or Is Not Yet Required to File Such Report, and That No Notice of Withdrawal, Dissolution or Expiration Has Been Fled or Taken Place. Charter Documents on File Article of Incorporation 04/15/2002 in Witness Whereof, I Have Hereunto Set My Hand and Affixed the Seal of the State of Indiana, at the City of Indianapolis, This Thirty-First Day of March, 2006. Todd Rokita, Secretary of State Burlington Coat Factory Realty of Greenwood, Inc. Filing Date: 4/15/06 Filing No. 2002041600017/2006033150158 Articles of Incorporation of Burlington Coat Factory Realty of Greenwood, Inc. the Undersigned, Desiring to Form a Corporation (Herein After Referred to as “Corporation”) Pursuant to the Provisions of the Indiana Business Corporation Law, as Amended, Executes the Following Articles of Incorporation
10/10/06
EX-3.98
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of Greenwood, Inc
10/10/06
EX-3.99
from S-4 2 pages State of Iowa Articles of Conversion From a Corporation to a Limited Liability Company Pursuant to Section 490a.304 of the Iowa Limited Liability Company Act Filed: March 8, 2006 1. the Date on Which the Converting Entity Was First Incorporated in the State of Iowa Is May 9, 1983. 2. the Name of the Converting Entity Immediately Prior to the Filing of These Articles of Conversion Is Burlington Coat Factory Warehouse or Des Moines, Inc. 3. the Name of the Limited Liability Company Is Burlington Coat Factory of Iowa, LLC. 4. the Future Effective Date of the Conversion Is April 2, 2006. in Addition, the Future Effective Time of the Merger on Such Date Is 12:01 Eastern Standard Time for Accounting Purposes Only. ***** Burlington Coat Factory Warehouse of Des Moines, Inc. /S/ Paul Tang Executive Vice President
10/10/06
EX-3.100
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Iowa, LLC
10/10/06
EX-3.101
from S-4 1 page State of Kansas Filed March 13, 2006 File No: 3909496 Kansas Secretary of State Kansas Limited Liability Company Articles of Organization 1. the Name of the Limited Liability Company Is Burlington Coat Factory of Kansas, LLC. 2. the Name and Address of the Resident Agent and Registered Office in Kansas Is: Corporation Service Company, 200 S. W. 30th Street, Topeka, Kansas, 66611. 3. the Papers Were Executed on the 9th Day of March, 2006. 4. /S/ Cindy Rashed Reilly Organizer
10/10/06
EX-3.102
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Kansas, LLC
10/10/06
EX-3.103
from S-4 5 pages Trey Grayson Secretary of State Received and Filed 04/26/2006 12:41:12 Pm Articles of Merger Pursuant to the Provisions of Chapter 271b.11 of the Kentucky Revised Statutes, the Undersigned Surviving Entity Hereby Submits the Following Articles of Merger: 1. the Name and Jurisdiction of Formation or Organization or Each Constituent Business Entity Which Is to Merge Is: Name Jurisdiction Burlington Coat Factory of Kentucky, Inc. Kentucky Burlington Coat Factory Warehouse of Lexington, Inc. Kentucky Burlington Coat Factory Warehouse of Dixie, Inc. Kentucky Burlington Coat Factory of Kentucky, Inc. /S/ Paul C. Tang Title: Executive Vice President Annex a Plan of Merger
10/10/06
EX-3.104
from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Factory of Kentucky, Inc. a Kentucky Corporation
10/10/06
EX-3.105
from S-4 1 page Articles of Organization State of Louisiana Secretary of State Filed March 13, 2006 1. the Name of the Limited Liability Company Is: Burlington Coat Factory of Louisiana, LLC. 2. This Company Is Formed for the Purpose of Engaging in Any Lawful Activity for Which Limited Liability Companies May Be Formed. 3. the Duration of This Limited Liability Company Is Perpetual
10/10/06
EX-3.106
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Louisiana, LLC
10/10/06
EX-3.107
from S-4 2 pages Domestic Limited Liability Company State of Maine Articles of Organization of Limited Liability Company File No. 20062857dc Pages 3 Dcn 2060861800042 Ltlc Filed 03/27/2006 /S/ Julie R Flynn Deputy Secretary of State a True Copy When Attested by Signature
10/10/06
EX-3.108
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Maine, LLC
10/10/06
EX-3.109
from S-4 1 page Articles of Organization State of Maryland Department of Assessments and Taxation Filed: March 15, 2006 the Undersigned, With the Intention of Creating a Maryland Limited Liability Company Files the Following Articles of Organization: 1. the Name of the Limited Liability Company Is: Burlington Coat Factory of Maryland, LLC 2. the Purpose for Which the Limited Liability Company Is Filed Is as Follows: To Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the Maryland Limited Liability Company Act. 3. the Address of the Limited Liability Company in Maryland Is 3200 Donnell Drive, Forestville, Maryland 20747 4. the Resident Agent of the Limited Liability Company in Maryland Is Csc-Lawyers Incorporating Service Company Whose Address Is 11 East Chase Street, Baltimore, MD 21202 5. /S/ Cindy Rashed Reilly Authorized Person 6. Csc-Lawyers Incorporating Service Company By: /S/ Jacqueline N Casper Registered Agent Cust Id:0001753462 Work Order:0001196500 Date: 03-13-2006 12:09 Pm State of Maryland I Hereby Certify That This Is a True and Complete Copy of the 2 Page Document on File in This Office. Date: 3-15-06. State Department of Assessments and Taxation By: /S/ Rosalind Austin, Custodian
10/10/06
EX-3.110
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Maryland, LLC
10/10/06
EX-3.111
from S-4 4 pages Certificate of Organization of Burlington Coat Factory of Massachusetts, LLC (Pursuant to the Provisions of Section 12 of the Massachusetts Limited Liability Company Act) to the State Secretary Commonwealth of Massachusetts F.E.I. Number: Applied for It Is Hereby Certified That: First: The Name of the Limited Liability Company (The “Company”) Is Burlington Coat Factory of Massachusetts, LLC
10/10/06
EX-3.112
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Massachusetts, LLC
10/10/06
EX-3.113
from S-4 2 pages Commonwealth of Massachusetts Articles of Organization (General Laws, Chapter 156b) Filing Date
10/10/06
EX-3.114
from S-4 7 pages Burlington Coat Factory Realty of North Attleboro, Inc
10/10/06
EX-3.115
from S-4 2 pages Filing Number: 200639726720 Date Filed: 03/14/2006 Certificate of Organization of Cohoes Fashions of Massachusetts, LLC (Pursuant to the Provisions of Section 12 of the Massachusetts Limited Liability Company Act) to the State Secretary Commonwealth of Massachusetts F.E.I. Number: Applied for It Is Hereby Certified That: First: The Name of the Limited Liability Company (The “Company”) Is Cohoes Fashions of Massachusetts, LLC
10/10/06
EX-3.116
from S-4 5 pages Limited Liability Company Agreement of Cohoes Fashions of Massachusetts, LLC
10/10/06
EX-3.117
from S-4 1 page Michigan Department of Labor & Economic Growth Bureau of Commercial Services Date Filed: March 08, 2006 Administrator Bureau of Commercial Services Name Corporation Service Company Foreign Filing Address 2711 Centerville Rd. City Wilmington, De 19808 Document Will Be Returned to the Name and Address You Enter Above. if Left Blank Document Will Be Mailed to the Registered Office. Articles of Organization for Use by Domestic Limited Liability Companies B 89-81e Pursuant to the Provisions of Act 23, Public Acts of 1993, the Undersigned Execute the Following Articles: By /S/ Cindy Rashed Reilly Organizer
10/10/06
EX-3.118
from S-4 1 page Michigan Department of Labor & Economic Growth Bureau of Commercial Services Date Filed: March 08, 2006 Administrator Bureau of Commercial Services Name Corporation Service Company Foreign Filing Address 2711 Centerville Rd. City Wilmington, De 19808 Document Will Be Returned to the Name and Address You Enter Above. if Left Blank Document Will Be Mailed to the Registered Office. Articles of Organization for Use by Domestic Limited Liability Companies B 89-81e Pursuant to the Provisions of Act 23, Public Acts of 1993, the Undersigned Execute the Following Articles: By /S/ Cindy Rashed Reilly Organizer
10/10/06
EX-3.119
from S-4 1 page Michigan Department of Commerce - Corporation and Securities Bureau Articles of Incorporation Filed 7/12/1982 1. the Name of the Corporation Is Burlington Coat Factory Warehouse of Detroit, Inc. 2. the Purposes or Purposes for Which the Corporation Is Organized Is to Engage in Any Activity Within the Purposes for Which Corporations May Be Organized Under the Business Corporation Act of Michigan. to Establish and Conduct a General Department Store Business. 3. the Total Authorized Capital Stock Is: Common Shares - One Thousand (1,000) Par Value Per Share - $1.00 4. the Name of the Initial Resident Agent at the Registered Office Is United States Corporation Company 5. the Name and Address of the Incorporator Is as Follows: Diane Princi, 70 Pine Street, New York, New York 10270 9th Day of July 1982 /S/ Diane Princi
10/10/06
EX-3.120
from S-4 5 pages By-Laws of Burlington Coat Factory Warehouse of Detroit, Inc
10/10/06
EX-3.121
from S-4 1 page Articles of Incorporation of Burlington Coat Factory Warehouse of Grand Rapids
10/10/06
EX-3.122
from S-4 8 pages By-Laws of - Burlington Coat Factory Warehouse of Grand Rapids, Inc
10/10/06
EX-3.123
from S-4 1 page Filed Jul 13 1983 Id# 094-122 Michigan Department of Commerce - Corporation and Securities Bureau Articles of Incorporation 1. the Name of the Corporation Is Burlington Coat Factory Warehouse of Redford, Inc. 2. the Purposes of Purposes for Which the Corporation Is Organized Is to Engage in Any Activity Within the Purposes for Which Corporations May Be Organized Under the Business Corporation Act of Michigan: To Establish and Conduct a General Department Store Business. 3. the Total Authorized Capital Stock Is: Common Shares One Thousand (1,000) Per Value Per Share $1.00 4. the Address of the Registered Office Is 222 West Genesee Street, Lansing, Michigan 48933. the Name of the Initial Resident Agent at the Registered Office Is United States Corporation Company 5. the Name and Address of the Incorporation Is as Follows: Judy Winston, 70 Pine Street, New York, New York 10270 6. 7. Signed 7th Day of July 1983 /S/ Judy Winston
10/10/06
EX-3.124
from S-4 5 pages By-Laws of Burlington Coat Factory Warehouse of Redford, Inc
10/10/06
EX-3.125
from S-4 1 page Articles of Organization of Burlington Coat Factory of Minnesota, LLC
10/10/06
EX-3.126
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Minnesota, LLC
10/10/06
EX-3.127
from S-4 2 pages Certificate of Formation of Burlington Coat Factory of Mississippi, LLC
10/10/06
EX-3.128
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Mississippi, LLC
10/10/06
EX-3.129
from S-4 1 page File Number: 200607640005 Lc0725099 Date Filed: 03/16/2006 Robin Carnahan Secretary of State State of Missouri Robin Carnahan, Secretary of State Corporation Division P.O. Box 778 / 600 W. Main Street, Rm 322 Jefferson City, Mo 65102 Articles of Organization 1. the Name of the Limited Liability Company Is: Burlington Coat Factory of Missouri, LLC 2. the Purpose for Which the Limited Liability Company Is Organized: To Engage in Any Lawful Act or Activity for Which a Liability Company May Be Organized Under the Missouri Limited Liability Company Act 3. the Name and Address of the Limited Liability Company’s Registered Agent in Missouri Is: Csc-Lawyers Incorporating Service Company, 221 Bolivar Street, Jefferson City, Mo 65101 4. the Management of the Limited Liability Company Is Vested in Members 5. the Events, if Any, on Which the Limited Liability Company Is to Dissolve or the Number of Years the Limited Liability Company Is to Continue, Which May Be Any Number or Perpetual: Perpetual 6. the Name and Street Address of Each Organizer: Cindy Rashed Reilly, C/O Kirkland & Ellis, Llp, 153 East 53rd Street, New York, Ny 10022 in Affirmation Thereof, the Facts Stated Above Are True and Correct: (The Undersigned Understands That False Statements Made in This Filing Are Subject to the Penalties Provided Under Section 575.040, Rsmo) /S/ Cindy Rashed Reilly March 15, 2006
10/10/06
EX-3.130
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Missouri, LLC
10/10/06
EX-3.131
from S-4 2 pages Filed and Certificate of Incorporation Issued Jan 12 1999 /S/ Secretary of State Articles of Incorporation of Burlington Coat Factory Realty of Des Peres, Inc. the Undersigned Natural Person of the Age of Eighteen Years or More for the Purpose of Forming a Corporation Under the General and Business Corporation Law of Missouri Adopt the Following Articles of Incorporation: First: The Name of the Corporation Is: Burlington Coat Factory Realty of Des Peres, Inc. /S/ Michael A. Barr, Incorporator [Seal]
10/10/06
EX-3.132
from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Factory Realty of Des Peres, Inc. a Missouri Corporation
10/10/06
EX-3.133
from S-4 1 page State of Nebraska Secretary of State Filed: 3/24/06 Articles of Organization Limited Liability Company 1. the Name of the Limited Liability Company Is Burlington Coat Factory of Nebraska, LLC. 2. the Period of Duration Is Perpetual. 3. the Purpose for Which the Limited Liability Company Is Organized Is to Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the Nebraska Limited Liability Company Act. 4. the Principal Place of Business in Nebraska Is 10303 W. Center Road, Omaha, Nebraska 68144. 5. the Registered Agent’s Name and Address Is Csc-Lawyers Incorporating Service Company, 1900 First Bank Building, 233 South 13th Street, Lincoln, Nebraska 68508. 6. the Total Amount of Cash Contributed to Stated Capital of the LLC Is $100.00. 7. Description of Property Is: None. 8. Total Additional Contributions Is: None. 9. Members Shall Not Have the Right to Admit Additional Members. 10. the Company Will Be Managed by Members. the Name and Address of Member Is Burlington Coat Factory Warehouse Corporation, 1830 Route 130, Burlington, New Jersey 08016. 11. /S/ Cindy Rashed Reilly
10/10/06
EX-3.134
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Nebraska, LLC
10/10/06
EX-3.135
from S-4 1 page State of Nevada Secretary of State Filed 3/9/06 Document No: 20060151193-58 Articles of Organization Limited-Liability Company (Pursuant to Nrs 86) 1. the Name of the Limited Liability Company Is Burlington Coat Factory of Nevada, LLC. 2. the Resident Agent’s Names and Street Address Is Csc Services of Nevada, Inc., 502 East John Street, Carson City, Nevada 89706. 3. Dissolution Date: None 4. the Company Shall Be Managed by Members. 5. the Name and Address of Member Is Burlington Coat Factory Purchasing, Inc., 1830 Route 130, Burlington, Nj 08016. 6. the Name and Address of Organizer Is Cindy Rashed Reilly, C/O Kirkland & Ellis Llp, 153 East 53rd Street, New York, New York 10022. 7. the Certificate of Acceptance of Appointment of Resident Agent Is Csc Services of Nevada Inc. on 3/9/06. /S/ Cindy Rashed Reilly
10/10/06
EX-3.136
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Nevada, LLC
10/10/06
EX-3.137
from S-4 5 pages The Number of Directors of the Corporation May Be Increased or Decreased in the Manner Provided in the Bylaws of the Corporation; Provided, That the Number of Directors Shall Never Be Less Than One. in the Interim Between Election of Directors by Stockholders Entitled to Vote, All Vacancies, Including Vacancies Caused by an Increase in the Number of Directors and Including Vacancies Resulting From the Removal of Directors by the Stockholders Entitled to Vote Which Are Not Filled by Said Stockholders, May Be Filled by the Remaining Directors, Though Less Than a Quorum
10/10/06
EX-3.138
from S-4 8 pages Bylaws of Burlington Coat Realty of Las Vegas, Inc
10/10/06
EX-3.139
from S-4 3 pages Date Filed: 03/16/2006 Business Id: 554119 William M. Gardner, Secretary of State Certificate of Formation New Hampshire Limited Liability Company the Undersigned, Under the New Hampshire Limited Liability Company Laws Submits the Following Certificate of Formation: 1. the Name of the Limited Liability Company Is Burlington Coat Factory of New Hampshire, LLC 2. the Nature of the Primary Business or Purposes Are Discount Apparel Retailer 3. the Name of the Limited Liability Company’s Registered Agent Is Corporation Service Company D/B/a Lawyers Incorporating Service and the Street Address, Town/City of Its Registered Office Is 14 Centre Street, Concord, Nh 03301 4. the Latest Date on Which the Limited Liability Company Is to Dissolve Is Perpetual 5. the Management of the Limited Liability Company Is Not Vested in a Manager or Managers. Dated: March 13, 2006 Burlington Coat Factory Purchasing, Inc., Member /S/ Paul Tang Paul C. Tang Vice President of Member
10/10/06
EX-3.140
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of New Hampshire, LLC
10/10/06
EX-3.141
from S-4 2 pages Certificate of Incorporation of Burlington Coat Factory Direct Corporation Filed: June 9, 1997 1. the Name of the Corporation Is Burlington Coat Factory Direct Corporation 2. the Address of the Initial Registered Office and Registered Agent in This State Is C/O United Corporate Services, Inc., 66 Park Street - 1st Floor, Montclair, New Jersey 07042 and the Name of the Registered Agent at Said Address Is United Corporate Services, Inc. 3. the Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Corporation Laws of the State of New Jersey. 4. the Corporation Shall Be Authorized to Issue the Following Shares
10/10/06
EX-3.142
from S-4 8 pages Bylaws of Burlington Coat Factory Direct Corporation
10/10/06
EX-3.143
from S-4 1 page State of New Jersey State Treasurer Filed March 13, 2006 File No: 0600263635 Certificate of Formation, Limited Liability Company the Name of the Limited Liability Company Is Burlington Coat Factory of New Jersey, LLC. the Purpose for Which This Limited Liability Company Is Organized Is to Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the New Jersey Limited Liability Company Act. the Registered Agent’s Name and Address Is Corporation Service Company, 830 Bear Tavern Road, West Trenton, New Jersey 08628. the Dissolution Date Is: Perpetual. /S/ Paul C. Tang March 9, 2006
10/10/06
EX-3.144
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of New Jersey, LLC
10/10/06
EX-3.145
from S-4 2 pages Certificate of Incorporation of Burlington Coat Factory Realty of Edgewater Park, Inc
10/10/06
EX-3.146
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of Edgewater Park, Inc
10/10/06
EX-3.147
from S-4 2 pages Certificate of Incorporation of Burlington Coat Factory Realty of Paramus, Inc
10/10/06
EX-3.148
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of Paramus, Inc
10/10/06
EX-3.149
from S-4 3 pages Certificate of Incorporation of Burlington Coat Factory Warehouse of Pinebrook, Inc. Filed: April 26, 2002 1. the Name of the Corporation Is: Burlington Coat Factory Warehouse of Pinebrook, Inc. 2. the Address of the Initial Registered Office and Registered Agent in This State Is 1830 Route 130, Burlington, New Jersey 08016 and the Name of the Registered Agent at Said Address Is Jeff Laub. 3. the Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Corporation Laws of the State of New Jersey. 4. the Corporation Shall Be Authorized to Issue the Following Shares
10/10/06
EX-3.150
from S-4 7 pages By-Laws of Burlington Coat Factory Warehouse of Pinebrook, Inc
10/10/06
EX-3.151
from S-4 2 pages Certificate of Incorporation of Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp. Filed: August 7, 2001 (State Treasurer) Filing No.: 0100857531 the Undersigned Hereby Certifies That: 1. There Is Hereby Organized a Business Corporation Pursuant to the New Jersey Business Corporation Act (N.J.S.A. 14a:l-1 Et Seq.) and the Long Term Tax Exemption Law (N.J.S.A. 40a:20-1 Et Seq.) 2. the Name of the Corporation if Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp
10/10/06
EX-3.152
from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp. a New Jersey Corporation
10/10/06
EX-3.153
from S-4 2 pages Certificate of Incorporation of Burlington Coat Factory Warehouse of New Jersey, Inc. Filed: May 22, 1984 (Jane Burgio, Secretary of State) Filing No.: 0100227814 To: The Secretary of State State of New Jersey Pursuant to the Provisions of the New Jersey Business Corporation Act, the Undersigned, Being a Natural Person of at Least 18 Years of Age and Acting as the Incorporator of the Corporation Hereby Being Organized Thereunder, Certifies That: First: The Name of the Corporation (Hereinafter Called the “Corporation”) Is Burlington Coat Factory Warehouse of New Jersey, Inc. Second: The Corporation Is Organized to Engage in Any Activity Within the Purposes for Which Corporations May Be Organized Under the New Jersey Business Corporation Act. Third: The Aggregate Number of Shares Which the Corporation Shall Have Authority to Issue Is Two Hundred (200), All of Which Are Without Par Value, and All of Which Are of the Same Class and All of Which Are to Be Designated as Common Stock. Seventh: The Shareholders Shall Not Have Preemptive Rights. Eighth: The Duration of the Corporation Is to Be Perpetual. Dated: May 2, 1984
10/10/06
EX-3.154
from S-4 9 pages By-Laws of Burlington Coat Factory Warehouse of New Jersey, Inc
10/10/06
EX-3.155
from S-4 1 page New Jersey Department of the Treasury Division of Revenue Certificate of Formation, Limited Liability Company Filed: Mar 13, 2006 State Treasurer This Form May Be Used to Record the Formation of a Limited Liability Company Under and by Virtue of New Jersey State Law. Applicants Must Insure Strict Compliance With Njsa 42, the New Jersey Limited Liability Company Act, and Insure That All Applicable Filing Requirements Are Met. Applicants Are Advised to Seek Out Private Legal Assistance Before Submitting Filings to the Secretary’s Office. 1. Name of Limited Liability Company: Cohoes Fashions of New Jersey, LLC 2. the Purpose for Which This Limited Liability Company Is Organized Is: To Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the New Jersey Limited Liability Company Act 3. Date of Formation: 4. Registered Agent Name & Address Corporation Service Company 830 Bear Tavern Road West Trenton, Nj 08628 5. Dissolution Date: Perpetual the Undersigned Represent(s) That This Filing Complies With Requirements Detailed in Njsa 42. the Undersigned Hereby Request(s) That They Are Authorized to Sign This Certificate on Behalf of the Limited Liability Company. /S/ Paul Tang Date: March 9, 2006
10/10/06
EX-3.156
from S-4 5 pages Limited Liability Company Agreement of Cohoes Fashions of New Jersey, LLC
10/10/06
EX-3.157
from S-4 3 pages Certificate of Incorporation of Mjm Designer Shoes of Moorestown, Inc. Filed: August 8, 2003 (State Treasurer) Filing No. 0100909588 the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the State of New Jersey, Do Hereby Set Forth as Follows: First: The Name of the Corporation Is: Mjm Designer Shoes of Moorestown, Inc. Second: The Address of the Initial Registered Office and Registered Agent in This State Is 1830 Route 130 North, Burlington, New Jersey 08016 and the Name of the Registered Agent at Said Address Is Jeffrey Laub. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Corporation Laws of the State of New Jersey. Fourth: The Corporation Shall Be Authorized to Issue the Following Shares: 1,000 Common Shares, Par Value $1.00
10/10/06
EX-3.158
from S-4 8 pages By-Laws of Mjm Designer Shoes of Moorestown, Inc
10/10/06
EX-3.159
from S-4 1 page State of New Jersey State Treasurer Filed March 13, 2006 File No: 0600263614 Certificate of Formation, Limited Liability Company 1. the Name of the Limited Liability Company Is Mjm Designer Shoes of New Jersey, LLC. 2. the Purpose for Which This Limited Liability Company Is Organized Is to Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the New Jersey Limited Liability Company Act. 3. Date of Formation: 4. the Registered Agent Name and Address Is Corporation Service Company, 830 Bear Tavern Road, West Trenton, New Jersey 08628. 5. Dissolution Date Is Perpetual. 6. /S/ Paul Tang March 9, 2006
10/10/06
EX-3.160
from S-4 5 pages Limited Liability Company Agreement of Mjm Designer Shoes of New Jersey, LLC
10/10/06
EX-3.161
from S-4 2 pages Certificate of Incorporation of Super Baby Depot of Moorestown, Inc. Filed March 1, 2004 State Treasurer 0100921363 1. the Name of the Corporation Is: Super Baby Depot of Moorestown, Inc 2. the Address of the Initial Registered Office and Registered Agent in This State Is 1830 Route 130, Burlington, New Jersey 08016 and the Name of the Registered Agent at Said Address Is Jeffrey Laub. 3. the Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Corporation Laws of the State of New Jersey. 4: The Corporation Shall Be Authorized to Issue the Following Shares
10/10/06
EX-3.162
from S-4 8 pages By-Laws of Super Baby Depot of Moorestown, Inc
10/10/06
EX-3.163
from S-4 1 page State of New Mexico Corporation Bureau Filed March 20, 2006 Limited Liability Company Articles of Organization the Name of the Limited Liability Company Is Burlington Coat Factory of New Mexico, LLC. the Latest Date Upon Which the Company Is to Dissolve Is Perpetual. the New Mexico Street Address of the Company’s Initial Registered Office Is 125 Lincoln Avenue, Suite 223, Santa Fe, New Mexico 87501. the Name of the Initial Registered Agent at That Address Is Corporation Service Company. the Street Address of the Company’s Principal Place of Business Is 1830 Route 130, Burlington, New Jersey 08016. the Limited Liability Company Is a Single Member Limited Liability Company. /S/ Cindy Rashed Reilly March 16, 2006
10/10/06
EX-3.164
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of New Mexico, LLC
10/10/06
EX-3.165
from S-4 1 page State of New York Department of State Filed March 16, 2006 File No. F060316000485 Articles of Organization of Burlington Coat Factory of New York, LLC 1. the Name of the Limited Liability Company Is Burlington Coat Factory of New York, LLC. 2. the County Within This State in Which the Office of the Limited Liability Company Is to Be Located Is New York County. 3. the Address to Which the Secretary of State Shall Mail a Copy of Any Process Against the Limited Liability Company Served Upon Him or Her Is Corporation Service Company, 80 State Street, Albany, New York 12207-2543. 4. /S/ Cindy Rashed Reilly
10/10/06
EX-3.166
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of New York, LLC
10/10/06
EX-3.167
from S-4 3 pages Certificate of Incorporation of Burlington Coat Factory Realty of Yonkers, Inc. State of New York Dated November 14, 2001 011114000693 Certificate of Incorporation of Burlington Coat Factory Realty of Yonkers, Inc. 1. the Name of the Corporation Is: Burlington Coat Factory Realty of Yonkers, Inc
10/10/06
EX-3.168
from S-4 6 pages By-Laws of Burlington Coat Factory Realty of Yonkers, Inc
10/10/06
EX-3.169
from S-4 1 page New York State Department of State Division of Corporations, State Records and Uniform Commercial Code 41 State Street Albany, Ny 12231 WWW.DOS-STATE.NY.US Filed March 15, 2006 File No. F060315000/42 Articles of Organization of Cohoes Fashions of New York, LLC First: The Name of the Limited Liability Company Is: Cohoes Fashions of New York, LLC. Second: The County Within This State in Which the Office of the Limited Liability Company Is to Be Located Is: New York County. Third: The Address to Which the Secretary of State Shall Mail a Copy of Any Process Against the Limited Liability Company Served Upon Him or Her Is: Corporation Service Company 80 State Street Albany, New York 12207-2543 /S/ Cindy Rashed Reilly
10/10/06
EX-3.170
from S-4 5 pages Limited Liability Company Agreement of Cohoes Fashions of New York, LLC
10/10/06
EX-3.171
from S-4 2 pages Said Registered Agent Is to Be the Agent of the Corporation Upon Whom or Upon Which Process Against the Corporation May Be Served
10/10/06
EX-3.172
from S-4 9 pages By-Laws of Cohoes of Fayetteville, Inc
10/10/06
EX-3.173
from S-4 2 pages Certificate of Incorporation of Georgetown Fashions Inc. 1. the Name of the Corporation Is Georgetown Fashions Inc. 2. the Purpose of Purposes for Which the Corporation Is Formed Are as Follows, to Wit: To Manufacture or Otherwise Produce, Purchase or Otherwise Acquire, Sell, Let and Deal With and in Goods, Wares, Merchandise and Personal Property of Any and Every Class, Kind and Description, Which a Corporation of This Kind May Lawfully Acquire, Hold, Dispose of and Deal In. to Furnish the Services of Designers, Costumers, Decorators, Caterers, Demonstrators, Hairdressers, Barbers, Manicurists, and to Supply Such Other Personal Services and Attendance as May Be Lawful for a Corporation of This Kind. to Provide and Conduct Refreshment Rooms, Newspaper Rooms, Reading and Writing Rooms, Dressing Rooms, Telephone, and Other Convenience for the Use of Customers and Others. to Grant to Other Persons or Corporations the Right or Privilege to Carry on Any Kind of Business on the Premises of the Company on Such Terms as the Company Shall Deem Expedient or Proper. to Acquire by Lease or Purchase or Otherwise the Necessary Real Estate and Stores to Conduct the Business. to Do All of the Things and Carry on All of the Several Lines of Business and Operations Commonly Conducted by Department Stores
10/10/06
EX-3.174
from S-4 9 pages 1. Place of Meetings. Meetings of Shareholders Shall Be Held at the Principal Office of the Corporation or at Such Place Within or Without the State of New York as the Board Shall Authorize. 2. Annual Meeting
10/10/06
EX-3.175
from S-4 2 pages Certificate of Incorporation of Lc Acquisition Corp. 1. the Name of the Corporation Is Lc Acquisition Corp. 2. the Corporation Is Following Purpose or Purposes
10/10/06
EX-3.176
from S-4 8 pages Shareholders
10/10/06
EX-3.177
from S-4 1 page State of York Department of State Filed March 16, 2006 File No: F060316000061 Articles of Organization of Mjm Designer Shoes of New York, LLC (Under Section 203 of the Limited Liability Company Law) 1. the Name of the Limited Liability Company Is Mjm Designer Shoes of New York, LLC. 2. the County Within This State in Which the Office of the Limited Liability Company Is to Be Located Is New York County. 3. the Secretary of State Id Designated as Agent of the Limited Liability Company Upon Whom Process Against It May Be Served. the Address Within or Without This State to Which the Secretary of State Shall Mail a Copy of Any Process Against the Limited Liability Company Served Upon Him or Her Is Corporation Service Company, 80 State Street, Albany, New York 12207-2543. 4. /S/ Cindy Rashed Reilly
10/10/06
EX-3.178
from S-4 5 pages Limited Liability Company Agreement of Mjm Designer Shoes of New York, LLC
10/10/06
EX-3.179
from S-4 7 pages P-H 4961573 Certificate of Merger of Monroe G. Milstein, Inc. (A New York Corporation) Into Milstein Fashions, Incorporated (A New York Corporation) (Under Section 904 of the New York Business Corporation Law) It Hereby Is Certified, Upon Behalf of Each of the Constituent Corporations Herein Named, as Follows
10/10/06
EX-3.180
from S-4 14 pages Amended and Restated By-Laws of Monroe G. Milstein, Inc. a New York Corporation
10/10/06
EX-3.181
from S-4 2 pages Sosid: 833150 Date Filed: 3/10/2006 Elaine F. Marshall North Carolina Secretary of State C200606800833 State of North Carolina Department of the Secretary of State Limited Liability Company Articles of Organization Pursuant to Section 7c-2-20 of the General Statutes of North Carolina, the Undersigned Does Hereby Submit These Articles of Organization for the Purpose of Forming a Limited Liability Company. 1. the Name of the Limited Liability Company Is: Burlington Coat Factory of North Carolina, LLC 2. if the Limited Liability Company Is to Dissolve by a Specific Date, the Latest Date on Which the Limited Liability Company Is to Dissolve: (If No Date for Dissolution Is Specified, There Shall Be No Limit on the Duration of the Limited Liability Company.) 3. the Name and Address of Each Person Executing These Articles of Organization Is as Follows: (State Whether Each Person Is Executing These Articles of Organization in the Capacity of a Member, Organizer or Both). Organizer : Cindy Rashed Reilly C/O Kirkland & Ellis, Llp 153 East 53rd Street New York, Ny 10022 4. the Street Address and County of the Initial Registered Office of the Limited Liability Company Is: 27 Hillsborough Street Raleigh, Nc 27603 Wake County 5. the Mailing Address, if Different From the Street Address, of the Initial Registered Office Is: 6. the Name of the Initial Registered Agent Is: Corporation Service Company 7. Principal Office Information: The Limited Liability Company Has a Principal Office
10/10/06
EX-3.182
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of North Carolina, LLC
10/10/06
EX-3.183
from S-4 1 page 292146 18,410,300 LLC North Dakota Filed 3/22/06 Articles of Organization of Burlington Coat Factory of North Dakota, LLC to the Secretary of State of the State of North Dakota
10/10/06
EX-3.184
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of North Dakota, LLC
10/10/06
EX-3.185
from S-4 1 page Articles of Organization of Burlington Coat Factory of Ohio, LLC.
10/10/06
EX-3.186
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Ohio, LLC
10/10/06
EX-3.187
from S-4 4 pages Article of Incorporation Filed: 8/16/83 Filing No.: F0307-1363 1. Name: Burlington Coat Factory Warehouse of Cleveland, Inc. 2. Office Address: 21 East State Street, Columbus, Franklin County, Ohio 3. Purpose: To Establish and Conduct a General Department Store Business 4. Authorized Shares: Seven Hundred Fifty (750) Shares, All of Which Are Without Par Value 5. Capital Amount: Five Hundred Dollars ($500.00) /S/ Judy Winston /S/ Diane McAuliffe
10/10/06
EX-3.188
from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Factory Warehouse of Cleveland, Inc. an Ohio Corporation
10/10/06
EX-3.189
from S-4 1 page State of Oklahoma Oklahoma Secretary of State Filed March 13, 2006 File No. 3512098693 Articles of Organization of an Oklahoma Limited Liability Company 1. the Name of the Limited Liability Company Is Burlington Coat Factory of Oklahoma, LLC 2. the Street Address of Its Principal Place of Business, Wherever Located: 1830 Route 130, Burlington, New Jersey 08016 3. the Name and Street Address of the Resident Agent in the State of Oklahoma: Corporation Service Company, 115 S.W. 89th Street, Oklahoma City, Oklahoma 73139 4. the Term of Existence: Perpetual 5. /S/ Cindy Rashed Reilly March 8, 2006
10/10/06
EX-3.190
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Oklahoma, LLC
10/10/06
EX-3.191
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Realty of Tulsa, Inc. Filed With Oklahoma Secretary of State on 9/01/04
10/10/06
EX-3.192
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of Tulsa, Inc
10/10/06
EX-3.193
from S-4 4 pages State of Oregon Secretary of State Filed March 24, 2006 File No. 345349-82 Articles of Merger of Burlington Coat Factory of Oregon, LLC Burlington Coat Factory of Clackamas, LLC an Oregon Limited Liability Company 1. Names and Types of the Entities Proposing to Merge: Burlington Coat Factory of Oregon, LLC-Registry Number 346158-98 Burlington Coat Factory of Clackamas, LLC-Registry Number 345349-82 2. Name and Type of the Surviving Entity: Burlington Coat Factory of Clackamas, LLC 3. a Copy of the Merger Plan Is Attached. See Ors 60.481
10/10/06
EX-3.194
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Oregon, LLC
10/10/06
EX-3.195
from S-4 1 page Entity #: 587918 Date Filed: 03/16/2006 Pedro A. Cortes Secretary of the Commonwealth Pennsylvania Department of State Corporation Bureau Certificate of Organization Domestic Limited Liability Company (15 Pa. C.S. Section 8913) Corporation Service Company in Compliance With the Requirements of 15 Pa. C.S. Section 8913 (Relating to Certificate of Organization), the Undersigned Desiring to Organize a Limited Liability Company, Hereby Certifies That: 1. the Name of the Limited Liability Company: Burlington Coat Factory of Pennsylvania, LLC 2. the (A) Address of the Limited Liability Company’s Initial Registered Office in This Commonwealth or (B) Name of Its Commercial Registered Office Provider and the County of Venue Is: Name of Commercial Registered Office Provider C/O: Corporation Service Company Dauphin County 3. the Name and Address, Including Street and Number, if Any, of Each Organizer Is: Cindy Rashed Reilly, C/O Kirkland & Ellis, 153 East 53rd Street, New York, New York 10022 4. Strike Out if Inapplicable Term a Member’s Interest in the Company Is to Be Evidenced by a Certificate of Membership Interest. in Testimony Whereof, the Organizer Has Signed This Certificate of Organization This 9th Day of March, 2006. /S/ Cindy Rashed Reilly
10/10/06
EX-3.196
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Pennsylvania, LLC
10/10/06
EX-3.197
from S-4 2 pages Filed in the Department of State on August 2, 2002 2002068-1703 Articles of Incorporation of Burlington Coat Factory Realty of Langhorne, Inc. 1. the Name of the Corporation (Hereinafter Called the “Corporation”) Is: Burlington Coat Factory Realty of Langhorne, Inc
10/10/06
EX-3.198
from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Factory Realty of Langhorne, Inc. a Pennsylvania Corporation
10/10/06
EX-3.199
from S-4 2 pages Filed Oct. 22 2001 Articles of Incorporation of Burlington Coat Factory Realty of West Mifflin, Inc. 30 31713 First. the Name of the Corporation (Hereinafter Called the “Corporation”) Is: Burlington Coat Factory Realty of West Mifflin, Inc
10/10/06
EX-3.200
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of West Mifflin, Inc
10/10/06
EX-3.201
from S-4 1 page Pennsylvania Department of State Corporation Bureau File Date: June 18, 2002 Filing No.: 2002056-1731 1. Name: Burlington Coat Factory Realty of Whitehall, Inc. 2. Address: 2631 Macarthur Road, Whitehall, Pa 18052, Lehigh County 3. Incorporated: Business Corporation Law of 1988 4. Number of Shares: 1,000 5. Incorporator: Michael A. Barr, 10 Bank Street, Suite 560, White Plains, Ny 10606 /S/ Michael A. Barr
10/10/06
EX-3.202
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of Whitehall, Inc
10/10/06
EX-3.203
from S-4 2 pages Commonwealth of Pennsylvania Department of State to All to Whom These Presents Shall Come, Greeting: Whereas, Under the Provisions of the Business Corporation Law, Approved the 5th Day of May, Anno Domini One Thousand Nine Hundred and Thirty-Three, P.L. 364, as Amended, the Department of State Is Authorized and Required to Issue a Certificate of Incorporation Evidencing the Incorporation of a Business Corporation Organized Under the Terms of That Law, and Whereas, the Stipulations and Conditions of That Law Have Been Fully Complied With by the Persons Desiring to Incorporate as Burlington Coat Factory Warehouse, Inc
10/10/06
EX-3.204
from S-4 9 pages Bylaws of Burlington Coat Factory Warehouse, Inc
10/10/06
EX-3.205
from S-4 2 pages Entity #: 587846 Date Filed: 03/16/2006 Pedro A. Cortes Secretary of the Commonwealth Pennsylvania Department of State Corporation Bureau Certificate of Organization Domestic Limited Liability Company (15 Pa. C.S. § 8913) in Compliance With the Requirements of 15 Pa. C.S. § 8913 (Relating to Certificate of Organization), the Undersigned Desiring to Organize a Limited Liability Company, Hereby Certifies That: 1. the Name of the Limited Liability Company: Burlington Coat Factory Warehouse of Bristol, LLC 2. the (A) Address of the Limited Liability Company’s Initial Registered Office in This Commonwealth or (B) Name of Its Commercial Registered Office Provider and the County of Venue Is
10/10/06
EX-3.206
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory Warehouse of Bristol, LLC
10/10/06
EX-3.207
from S-4 1 page Filed With the Department of State on November 15, 1996 Entity Number 2724269 Articles of Incorporation Indicate Type of Domestic Corporation (Check One): X Business-Stock (15 Pa. C.S. Section 1306) 1. the Name of Me Corporation Is; Burlington Coat Factory Warehouse of Cheltenham, Inc. This Corporation Is Incorporated Under the Provisions of the Business Corporation Law at 1988. 2. the (A) Address or This Corporation’s Initial Registered Office in This Commonwealth or (B) Commercial Registered Office Provider and the County of Venue Is: (A) Number and Street City State Zip County
10/10/06
EX-3.208
from S-4 8 pages By-Laws of Burlington Coat Factory Warehouse of Cheltenham, Inc
10/10/06
EX-3.209
from S-4 1 page Entity Number 2943330 Articles of Incorporation-For Profit of Burlington Coat Factory Warehouse of Langhorne, Inc. May 23, 2000 Type of Corporation: Business-Stock (15 PA.C.S. § 1306) in Compliance With the Requirements of the Applicable Provisions of 15 PA.C.S. (Relating to Corporations and Unincorporated Associations) the Undersigned, Desiring to Incorporate a Corporation for Profit Hereby, State(s) That: 1. the Name of the Corporation Is Burlington Coat Factory Warehouse of Langhorne, Inc. 2. the Address of This Corporation’s Initial Registered Office in This Commonwealth Is 1920 Kuntztown Road, Reading, Pa 19604, Berks County 3. the Corporation Is Incorporated Under the Provisions of the Business Corporation Law of 1988. 4. the Aggregate Number of Shares Authorized Is One Thousand, All of Which Are of a Par Value of One Dollar Each, and All of Which Are Common Shares. 5. the Name and the Address, Including Number and Street, of the Incorporator Are: Michael A. Barr, 10 Bank Street, White Plains, Ny 10606. 6. the Specified Effective Date, if Any, Is: 7. Additional Provisions of the Articles, if Any, Attach an 8 1/2 X 11 Sheet. 8. Statutory Close Corporation Only: Neither the Corporation Nor Any Shareholder Shall Make an Offering of Any of Its Shares of Any Class That Would Constitute a Public Offering Within the Meaning of the Securities Act of 1933 (15 U.S.C. § 77a Et Seq.). 9. Cooperative Corporations Only: The Common Bond of Membership Among Its Members/Shareholders Is: In Testimony Whereof, the Incorporator(s) Has (Have) Signed These Articles of Incorporation This 22nd Day of May, 2000. /S/ Michael A. Barr
10/10/06
EX-3.210
from S-4 8 pages By-Laws of Burlington Coat Factory Warehouse of Langhorne, Inc
10/10/06
EX-3.211
from S-4 2 pages 2594393 /S/ Secretary of Commonwealth Articles of Incorporation of Burlington Coat Factory Warehouse of Montgomeryville, Inc. the Undersigned, Being a Natural Person of the Age of 18 Years or Older, Does Hereby Act as Incorporator for the Purpose of Incorporating a Business Corporation Under the Business Corporation Law of 1988. First. the Name of the Corporation (Hereinafter Called the “Corporation”) Is Burlington Coat Factory Warehouse of Montgomeryville, Inc
10/10/06
EX-3.212
from S-4 10 pages Bylaws of Burlington Coat Factory Warehouse of Montgomeryville, Inc
10/10/06
EX-3.213
from S-4 1 page 79:35 644 Filed This 28th Day June, A.D. 19 Commonwealth of Pennsylvania Department of State /S/ Secretary of the Commonwealth Commonwealth of Pennsylvania Department of State Corporation Bureau in Compliance With the Requirements of Section 294 of the Business Corporation Law, Act of May 5, 1933 (P.L. 364) (15 P.S. Section 1204) the Undersigned, Desiring to Be Incorporated as a Business Corporation, Hereby Certifies (Certify) That: 1. the Name of the Corporation Is: Burlington Factory Warehouse of Reading, Inc. 2. the Location and Post Office Address of the Initial Registered Office of the Corporation in This Commonwealth Is: Kutztown Road and Hiester’s Lane, Reading, Pennsylvania 19603 3. the Corporation Is Incorporated Under the Business Corporation Law of the Commonwealth of Pennsylvania for the Following Purpose or Purposes: To Have Unlimited Power, to Engage in or Do Any Lawful Act Concerning Any or All Lawful Businesses for Which Corporations May Be Incorporated Under the Provisions of the Pennsylvania Business Corporation Act, 4. the Term for Which the Corporation Is to Exist Is: Perpetual 5. the Aggregate Number of Shares Which the Corporation Shall Have Authority to Issue Is: Ten Thousand (10,000) Shares, Common Stock - No Par Value. 6. the Name(s) and Post Office Address(es) of Each Incorporator(s) and the Number and Class of Shares Subscribed by Such Incorporator(s) Is (Are): Name Monroe Milstein Address Cumberland Arms, 6j, Burlington, N.J. 08016 Number and Class of Shares One (1) Share Common Stock - No Par Value in Testimony Whereof, the Incorporator(s) Has (Have) Signed and Sealed These Articles of Incorporation This 26th Day of June, 1979. /S/ Monroe Milstein Monroe Milstein
10/10/06
EX-3.214
from S-4 9 pages Bylaws of Burlington Factory Warehouse of Reading, Inc
10/10/06
EX-3.215
from S-4 1 page 9648-1198 Jul 03 1996 Entity Number 2703697 /S/ Secretary of the Commonwealth Articles of Incorporation Indicate Type of Domestic Corporation (Check One)
10/10/06
EX-3.216
from S-4 8 pages By-Laws of Burlington Coat Factory Warehouse of Wilkes-Barre, Inc
10/10/06
EX-3.217
from S-4 1 page State of Pennsylvania Secretary of the Commonwealth Filed March 16, 2006 Entity No: 587835 Certificate of Organization Domestic Liability Company (15 PA.C.S. § 8913) in Compliance With the Requirements of 15 PA.C.S. § 8913 (Relating to Certificate of Organization), the Undersigned Desiring to Organize a Limited Liability Company, Hereby Certifies That: 1. the Name of the Limited Liability Company Is Mjm Designer Shoes of Pennsylvania, LLC. 2. the Name of Its Commercial Registered Office Provider and the Country of Venue Is Corporation Service Company, Dauphin County. 3. the Name and Address, Including Street Number, if Any, of Each Organizer Is Cindy Rashed Reilly, C/O Kirkland & Ellis, 153 East 53rd Street, New York, New York 10022. 4. a Member’s Interest in the Company Is to Be Evidenced by a Certificate of Membership Interest. /S/ Cindy Rashed Reilly
10/10/06
EX-3.218
from S-4 5 pages Limited Liability Company Agreement of Mjm Designer Shoes of Pennsylvania, LLC
10/10/06
EX-3.219
from S-4 2 pages State of Rhode Island and Providence Plantations Office of the Secretary of State Corporations Division 148 W. River Street Providence, Rhode Island 02904-2615 4p8’ 2 5 2006 Limited Liability Company Articles of Organization Filed: 4/25/06 Pursuant to the Provisions of Chapter 7-16 of the General Laws of Rhode Island, 1956. as Amended, the Following Articles of Organization Are Adopted for the Limited Liability Company to Be Organized Hereby: 1. the Name of the Limited Liability Company Is: Burlington Coat Factory of Rhode Island, LLC 2. the Address of the Limited Liability Company’s Resident Agent in Rhode Island Is: 222 Jefferson Boulevard, Suite 200 Warwick, Ri 02888 and the Name of the Resident Agent at Such Address Is Corporation Service Company 3. Under the Terms of These Articles of Organization and Any Written Operating Agreement Made or Intended to Be Made, the Limited Liability Company Is Intended to Be Treated for Purposes of Federal Income Taxation As: Disregarded as an Entity Separate From Its Member 4. the Address of the Principal Office of the Limited Liability Company if It Is Determined at the Time of Organization: 1830 Route 130, Burlington, New Jersey 08016 5. the Limited Liability Company Has the Purpose of Engaging in Any Lawful Business. and Shall Have Perpetual Existence Until Dissolved or Terminated in Accordance With Chapter 7-16, Unless a More Limited Purpose or Duration Is Set Forth in Paragraph 6 of These Articles of Organization. 7. Management of the Limited Liability Company: A the Limited Liability Company Is Lo Be Managed by Its Members. Under Penalty of Perjury, I Declare and Affirm That I Have Examined These Articles of Organization. Including Any Accompanying Attachments. and That All Statements Contained Herein Are True and Correct. /S/ Cindy Rashed Reilly Signature of Authorized Person Date: March 9, 2006 2
10/10/06
EX-3.220
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Rhode Island, LLC
10/10/06
EX-3.221
from S-4 2 pages Articles of Incorporation of Cohoes Fashions of Cranston, Inc.
10/10/06
EX-3.222
from S-4 8 pages By - Laws of Cohoes Fashions of Cranston, Inc
10/10/06
EX-3.223
from S-4 1 page State of South Carolina Secretary of State Filed March 14, 2006 File No. 060314-0119 Articles of Organization Limited Liability Company 1. the Name of the Limited Liability Company Which Complies With Section 33-44-105 of the South Carolina Code of 1976, as Amended Is Burlington Coat Factory of South Carolina, LLC. 2. the Address of the Initial Designated Office of the Limited Liability Company in South Carolina Is 20 Haywood Road, Greenville, South Carolina 29607. 3. the Initial Agent for Service of Process of the Limited Liability Company Is Corporation Service Company, and the Street Address in South Carolina for This Initial Agent for Service of Process Is 5000 Thurmond Mall Boulevard, Columbia, South Carolina 29201. 4. the Name and Address of Each Organizer Is Cindy Rashed Reilly C/O Kirkland & Ellis, Llp, 153 East 53rd Street, New York, New York 10022. /S/ Cindy Rashed Reilly March 9, 2006
10/10/06
EX-3.224
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of South Carolina, LLC
10/10/06
EX-3.225
from S-4 3 pages Articles of Incorporation of Burlington Coat Factory Warehouse of Charleston, Inc. Date Filed: November 29, 1989 the Undersigned, an Individual, Does Hereby Act as Incorporator in Adopting the Following Articles of Incorporation for the Purpose of Organizing a Corporation for Profit, Pursuant to the Provisions of the South Carolina Business Corporation Act of 1988. 1. the Corporate Name for the Corporation (Hereinafter Called the “Corporation”) Is Burlington Coat Factory Warehouse of Charleston, Inc. 2. the Number of Shares 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. 3. the Street Address of the Initial Registered Office of the Corporation in the State of South Carolina Is 2019 Park Street, Columbia, South Carolina 29201. the Name of the Initial Registered Agent of the Corporation at the Said Registered Office Is the Prentice-Hall Corporation System, Inc. 4. the Name and the Address of the Incorporator Are: Frances A. Wrigley, 15 Columbus Circle, New York, N. Y. 10023-7773 5. the Purposes for Which the Corporation Is Organized, Which Shall Include the Authority of the Corporation to Engage in Any Lawful Business, Are as Follows
10/10/06
EX-3.226
from S-4 7 pages Bylaws of Burlington Coat Factory Warehouse of Charleston, Inc. (A South Carolina Corporation) Article 1 Shareholders
10/10/06
EX-3.227
from S-4 2 pages Charter of Burlington Coat Factory Realty of Memphis, Inc. the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the State of Tennessee, Do Hereby Set Forth as Follows: 1. the Name of the Corporation Is: Burlington Coat Factory Realty of Memphis, Inc. 2. the Address of the Initial Registered and Principal Office of This Corporation in This State Is Eastgate Shopping Center, C/O Burlington Coat Factory, 5100 Park Avenue, Memphis, Tennessee 38117 and the Name of the Registered Agent at Said Address Is Raymond Huntley. 3. the Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Corporation Laws of the State of Tennessee. 4. the Corporation Shall Be Authorized to Issue to the Following Shares: 1,000 Common Class, Par Value $1.00 5. the Name and Address of the Incorporation Are as Follows: Maria R. Fischetti, 10 Bank Street, White Plains, Ny 10606 and Robert F. Gilhooley, 10 Bank Street, White Plains, Ny 10606. 6. the Corporation Is to Be for Profit. in Witness Whereof, the Undersigned Hereby Executes This Document and Affirms That the Facts Set Forth Herein Are True Under the Penalties of Perjury This Sixteenth Day of October, 2002. /S/ Maria R. Fischetti Incorporator /S/ Robert F. Gilhooley Incorporator
10/10/06
EX-3.228
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of Memphis, Inc
10/10/06
EX-3.229
from S-4 10 pages Charter of Burlington Coat Factory Warehouse of Hickory Commons, Inc. Date Filed: 11/20/96 Filing No.: 32450554 the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the State of Tennessee, Do Hereby Set Forth as Follows: 1. the Name of the Corporation Is: Burlington Coat Factory of Hickory Commons, Inc
10/10/06
EX-3.230
from S-4 7 pages By-Laws of Burlington Coat Factory Warehouse of Hickory Commons, Inc
10/10/06
EX-3.231
from S-4 4 pages Certificate of Burlington Coat Factory of Memphis, Inc
10/10/06
EX-3.232
from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Factory Warehouse of Memphis, Inc. a Tennessee Corporation
10/10/06
EX-3.233
from S-4 12 pages Charter of Burlington Coat Factory Warehouse of Shelby, Inc
10/10/06
EX-3.234
from S-4 7 pages By-Laws of Burlington Coat Factory Warehouse of Shelby, Inc
10/10/06
EX-3.235
from S-4 2 pages Articles of Incorporation of Burlington Coat Factory Realty of Bellaire, Inc
10/10/06
EX-3.236
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of Bellaire, Inc
10/10/06
EX-3.237
from S-4 1 page Articles of Incorporation of Burlington Coat Factory Realty of El Paso, Inc
10/10/06
EX-3.238
from S-4 7 pages By-Laws of Burlington Coat Factory Realty of El Paso, Inc
10/10/06
EX-3.239
from S-4 1 page Filed in the Office of the Secretary of State of Texas May 24 2001 Corporations Section Articles of Incorporation of Burlington Coat Factory Realty of Westmoreland, Inc. the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the State of Texas, Do Hereby Set Forth as Follows: First: The Name of the Corporation Is: Burlington Coat Factory Realty of Westmoreland, Inc. Second: The Address of the Initial Registered and Principal Office of This Corporation in This State Is 121 West Parker Road, Plano, Texas 75075 and the Name of the Registered Agent at Said Address Is Bob Bentley. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Corporation Laws of the State of Texas. Fourth: The Corporation Shall Be Authorized to Issue the Following Shares: Class: Common; Number of Shares: 1,000; Par Value: $1.00
10/10/06
EX-3.240
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of Westmoreland, Inc
10/10/06
EX-3.241
from S-4 2 pages The State of Texas Secretary of State Certificate of Incorporation of Burlington Coat Factory Warehouse of Baytown, Inc. Charter Number 01629125 the Undersigned, as Secretary of State of the State of Texas, Hereby Certifies That the Attached Articles of Incorporation for the Above Named Corporation Have Been Received in This Office and Are Found to Conform to Law. Accordingly, the Undersigned, as Secretary of State, and by Virtue of the Authority Vested in the Secretary by Law, Hereby Issues This Certificate of Incorporation. Issuance of This Certificate of Incorporation Does Not Authorize the Use of a Corporate Name in This State in Violation of the Rights of Another Under the Federal Trademark Act of 1946, the Texas Trademark Law, the Assumed Business or Professional Name Act or the Common Law. Dated May 24, 2001 Effective May 24, 2001 Articles of Incorporation of Burlington Coat Factory Warehouse of Baytown Filed in the Office of the Secretary of State of Texas May 24, 2001 the Undersigned, Being of Legal Age, in Order to Form a Corporation Under and Pursuant to the Laws of the State of Texas, Do Hereby Set Forth as Follows: First: The Name of the Corporation Is: Burlington Coat Factory Warehouse of Baytown, Inc Second: The Address of the Initial Registered and Principal Office of This State Is 121 West Parker Road, Plano, Plano, Texas 75075 and the Name of the Registered Agent at Said Address Is Bob Bentley. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Corporation Laws of the State of Texas. Fourth: The Corporation Shall Be Authorized to Issue the Following Shares
10/10/06
EX-3.242
from S-4 8 pages By-Laws of Burlington Coat Factory Warehouse of Baytown, Inc
10/10/06
EX-3.243
from S-4 4 pages Articles of Incorporation of Burlington Coat Realty of Houston, Inc. Filed in the Office of the Secretary of State of Texas June 24, 1994 Corporations Section the Undersigned, Being a Natural Person of the Age of 18 Years or More and Acting as the Incorporator, Does Hereby Adopt the Following Articles of Incorporation for the Purpose of Organizing a Corporation Pursuant to the Provisions of the Texas Business Corporation Act. Article 1. the Name of the Corporation Is Burlington Coat Realty of Houston, Inc. Article 2. the Period of Duration of the Corporation Is Perpetual. Article 3. the Purpose or Purposes for Which the Corporation Is Organized, Which Shall Include the Transaction of Any or All Lawful Business for Which Corporations May Be Incorporated Under the Texas Business Corporation Act, Are
10/10/06
EX-3.244
from S-4 9 pages Bylaws of Burlington Coat Realty of Houston, Inc
10/10/06
EX-3.245
from S-4 4 pages Articles of Incorporation of Burlington Coat Realty of Plano, Inc. Filed in the Office of the Secretary of State of Texas June 23, 1993 the Undersigned, Being a Natural Person of the Age of 18 Years or More and Acting as the Incorporator, Does Hereby Adopt the Following Articles of Incorporation for the Purpose of Organizing a Corporation Pursuant to the Provisions of the Texas Business Corporation Act. Article 1. the Name of the Corporation Is Burlington Coat Realty of Plano, Inc. Article 2. the Period of Duration of the Corporation Is Perpetual. Article 3. the Purpose or Purposes for Which the Corporation Is Organized, Which Shall Include the Transaction of Any or All Lawful Business for Which Corporations May Be Incorporated Under the Texas Business Corporation Act, Are: The Operation of Men’s, Women’s, and Children’s Clothing Stores Specializing in Leather and Suede Jackets, Pants, Coats, Boots, Moccasins, Belts, Leather Hides, Purses, Hats, Furs, Bags, Gloves, Vests, Novelties, Accessories, and Related Services
10/10/06
EX-3.246
from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Realty of Plano, Inc. a Texas Corporation
10/10/06
EX-3.247
from S-4 4 pages Office of the Secretary of State Certificate of Merger the Undersigned, as Secretary of State of Texas, Hereby Certifies That a Filing Instrument Merging Mjm Designer Shoes of North Mesa, Inc. Domestic For-Profit Corporation [File Number: 800035525] Into Mjm Designer Shoes of Texas, Inc. Domestic For-Profit Corporation [File Number: 800035521] Has Been Received in This Office and Has Been Found to Conform to Law. Accordingly, the Undersigned, as Secretary of State, and by the Virtue of the Authority Vested in the Secretary by Law, Hereby Issues This Certificate Evidencing the Acceptance and Filing of the Merger on the Date Shown Below. Dated: 03/22/2006 Effective: 0402/2006 12:01 Am /S/ Roger Williams Secretary of State
10/10/06
EX-3.248
from S-4 14 pages Amended and Restated By-Laws of Mjm Designer Shoes of Texas, Inc. a Texas Corporation
10/10/06
EX-3.249
from S-4 2 pages Articles of Organization of Burlington Coat Factory of Utah, LLC Filed: 3/17/06 (Pursuant to Section 48-2c-403 of the Utah Limited Liability Company Act) to the Division of Corporations and Commercial Code of the State of Utah First: The Name of the Limited Liability Company (The “Company”) Is Burlington Coat Factory of Utah, LLC Second: The Period of Duration of the Company Is to Be Perpetual. Third: The Business Purpose or Purposes for Which the Company Is Formed Are: To Engage in Any Lawful Act or Activity for Which a Limited Liability Company May Be Organized Under the Utah Limited Liability Company Act
10/10/06
EX-3.250
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Utah, LLC
10/10/06
EX-3.251
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
10/10/06
EX-3.252
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Virginia, LLC
10/10/06
EX-3.253
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
10/10/06
EX-3.254
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Pocono Crossing, LLC
10/10/06
EX-3.255
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
10/10/06
EX-3.256
from S-4 8 pages By-Laws of Burlington Coat Factory Realty of Coliseum, Inc
10/10/06
EX-3.257
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
10/10/06
EX-3.258
from S-4 14 pages Amended and Restated By-Laws of Burlington Coat Factory Realty of Fairfax, Inc. a Virginia Corporation
10/10/06
EX-3.259
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
10/10/06
EX-3.260
from S-4 8 pages By-Laws of Burlington Coat Factory Warehouse of Coliseum, Inc
10/10/06
EX-3.261
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
10/10/06
EX-3.262
from S-4 7 pages Bylaws of Burlington Coat Realty of Potomac, Inc
10/10/06
EX-3.263
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
10/10/06
EX-3.264
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Washington, LLC
10/10/06
EX-3.265
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
10/10/06
EX-3.266
from S-4 8 pages By-Laws Burlington Coat Factory Realty of Franklin, Inc
10/10/06
EX-3.267
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
10/10/06
EX-3.268
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of West Virginia, LLC
10/10/06
EX-3.269
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
10/10/06
EX-3.270
from S-4 5 pages Limited Liability Company Agreement of Burlington Coat Factory of Wisconsin, LLC
10/10/06
EX-4.1
from S-4 140 pages Burlington Coat Factory Warehouse Corporation 11 1/8% Senior Notes Due 2014 Indenture Dated as of April 13, 2006 Wells Fargo Bank, N.A. Trustee
10/10/06
EX-4.2
from S-4 30 pages Registration Rights Agreement by and Among Burlington Coat Factory Warehouse Corporation and Banc of America Securities LLC Bear, Stearns & Co. Inc. Wachovia Capital Markets, LLC Dated as of April 13, 2006 Registration Rights Agreement
10/10/06
EX-5.1
from S-4 2 pages Opinion of Kirkland & Ellis Llp
10/10/06
EX-10.1
from S-4 104 pages Credit Agreement Dated as of April 13, 2006 Burlington Coat Factory Warehouse Corporation as Borrower the Facility Guarantors Named Herein Bear Stearns Corporate Lending Inc. as Administrative Agent and Collateral Agent Banc of America Securities LLC as Syndication Agent Wachovia Bank, National Association Jpmorgan Chase Bank, N.A. as Co-Documentation Agents the Lenders Named Herein and Bear, Stearns & Co. Inc. Banc of America Securities LLC J.P. Morgan Securities Inc. as Joint Lead Arrangers and Joint Book Runners
10/10/06
EX-10.2
from S-4 12 pages Guaranty (This “Guaranty”), Dated as of April 13, 2006, by Burlington Coat Factory Holdings, Inc., Burlington Coat Factory Investments Holdings, Inc. and Each of the Persons Listed on Schedule I Hereto (Each Individually, a “Facility Guarantor” And, Collectively, the “Facility Guarantors”) in Favor of (A) Bear Stearns Corporate Lending Inc., as Administrative Agent (In Such Capacity, the “Administrative Agent”) for Its Own Benefit and the Benefit of the Other Credit Parties (As Defined in the Credit Agreement Referred to Below), (B) Bear Stearns Corporate Lending Inc., as Collateral Agent (In Such Capacity, the “Collateral Agent”, and Together With the Administrative Agent, Collectively, the “Agents” and Individually, Each an “Agent”) for Its Own Benefit and the Benefit of the Other Secured Parties, and (C) the Secured Parties
10/10/06
EX-10.3
from S-4 29 pages Security Agreement
10/10/06
EX-10.4
from S-4 19 pages Intellectual Property Security Agreement
10/10/06
EX-10.5
from S-4 18 pages Pledge Agreement
10/10/06
EX-10.6
from S-4 146 pages Credit Agreement Dated as of April 13, 2006 Burlington Coat Factory Warehouse Corporation the Lead Borrower for the Borrowers Named Herein the Facility Guarantors Party Hereto Bank of America, N.A. as Administrative Agent and Collateral Agent Bear Stearns Corporate Lending Inc. as Syndication Agent Wachovia Bank, National Association the Cit Group/Business Credit, Inc. General Electric Capital Corporation Jpmorgan Chase Bank, N.A. as Co-Documentation Agents the Lenders Named Herein and Banc of America Securities LLC Bear, Stearns & Co. Inc. J.P. Morgan Securities Inc. as Joint Lead Arrangers and Joint Book Runners
10/10/06
EX-10.7
from S-4 8 pages Revolving Credit Note
10/10/06
EX-10.8
from S-4 8 pages Revolving Credit Note
10/10/06
EX-10.9
from S-4 8 pages Revolving Credit Note
10/10/06
EX-10.10
from S-4 8 pages Revolving Credit Note
10/10/06
EX-10.11
from S-4 8 pages Revolving Credit Note $37,000,000 April 13, 2006
10/10/06
EX-10.12
from S-4 8 pages Revolving Credit Note
10/10/06
EX-10.13
from S-4 8 pages Revolving Credit Note
10/10/06
EX-10.14
from S-4 8 pages Revolving Credit Note
10/10/06
EX-10.15
from S-4 5 pages Form of Swingline Note
10/10/06
EX-10.16
from S-4 12 pages Guaranty (This “Guaranty”), Dated as of April 13, 2006, by Each of the Persons Listed on Schedule I Hereto (Each Such Person, Individually, a “Facility Guarantor” And, Collectively, the “Facility Guarantors”) in Favor of (A) Bank of America, N.A., a National Banking Association, as Administrative Agent (In Such Capacity, the “Administrative Agent”) for Its Own Benefit and the Benefit of the Other Credit Parties (As Defined in the Credit Agreement Referred to Below), (B) Bank of America, N.A., a National Banking Association, as Collateral Agent (In Such Capacity, the “Collateral Agent”, and Together With the Administrative Agent, Collectively, the “Agents” and Individually, Each an “Agent”) for Its Own Benefit and the Benefit of the Other Secured Parties, and (C) the Secured Parties
10/10/06
EX-10.17
from S-4 36 pages Security Agreement
10/10/06
EX-10.18
from S-4 37 pages Intellectual Property Security Agreement
10/10/06
EX-10.19
from S-4 34 pages Pledge Agreement
10/10/06
EX-10.20
from S-4 18 pages Employment Agreement
10/10/06
EX-10.21
from S-4 18 pages Employment Agreement
10/10/06
EX-10.22
from S-4 18 pages Employment Agreement
10/10/06
EX-10.23
from S-4 18 pages Employment Agreement
10/10/06
EX-10.24
from S-4 19 pages Employment Agreement
10/10/06
EX-10.25
from S-4 18 pages Form of Employment Agreement
10/10/06
EX-10.26
from S-4 8 pages Advisory Agreement
10/10/06
EX-10.27
from S-4 4 pages Form of Restricted Stock Grant Agreement Pursuant to Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan
10/10/06
EX-10.28
from S-4 6 pages Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan
10/10/06
EX-10.29
from S-4 4 pages Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan
10/10/06
EX-10.30
from S-4 11 pages Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan
10/10/06
EX-12.1
from S-4 ~5 pages Statement Re Calculation of Ratio of Earnings to Fixed Charges
10/10/06
EX-21.1
from S-4 4 pages Subsidiaries of the Registrant
10/10/06
EX-23.1
from S-4 1 page Consent of Deloitte & Touche Llp
10/10/06
EX-25.1
from S-4 12 pages Statement of Eligibility of Trustee on Form T-1
10/10/06
EX-99.1
from S-4 2 pages Transmittal Letter
10/10/06
CORRESP
from S-4 3 pages  
10/10/06
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