EXHIBITA
EX-10.38 4 exhibit10-38.htm BEAR STEARNS SUPPLEMENT TO PLEDGE AGREEMENT exhibit10-38.htm
EXHIBIT 10.38
May 27, 2008
Bear, Stearns Corporate Lending Inc., as Collateral Agent
383 Madison Avenue
New York, NY 10179
Re: Supplement to Pledge Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of April 13, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) Burlington Coat Factory Warehouse Corporation, a Delaware corporation, as Borrower (the “Borrower”), (ii) Burlington Coat Factory Purchasing, Inc. (“Purchasing”) and the other Facility Guarantors named therein (collectively, the “Existing Facility Guarantors”, and together with the Borrower, the “Loan Parties”), (iii) the Lenders named therein (collectively, the “Lenders”), (iv) Bear Stearns Corporate Lending Inc., as Administrative Agent and Collateral Agent, (v) Banc of America Securities LLC, as Syndication Agent, and (vi) Wachovia Bank, National Association and JPMorgan Chase Bank, N.A., as co-Documentation Agents.
Reference is also hereby made to that certain Pledge Agreement dated as of April 13, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the “Pledge Agreement”) by, among others, the Borrower and the Collateral Agent. All capitalized terms not otherwise defined herein shall have the meaning given such terms in the Pledge Agreement or the Credit Agreement, as applicable.
The Borrower has informed the Collateral Agent that the Borrower and Purchasing have each formed the new wholly owned Subsidiaries set forth on Exhibit A hereto (collectively, the “New Subsidiaries”). In accordance with the terms of the Pledge Agreement, each of the Borrower and Purchasing hereby delivers to the Collateral Agent the Investment Property consisting of (i) the shares of capital stock of the New Subsidiaries, (ii) stock certificates representing all such shares of capital stock, and (iii) stock powers executed in blank by the Borrower or Purchasing, as applicable.
The Borrower and Purchasing each hereby represent, warrant and covenant to and with the Collateral Agent that Schedule I hereto sets forth the Pledged Securities presently owned by the Pledgors. Schedule I attached hereto shall supersede the Schedule I presently attached to the Pledge Agreement and shall hereafter be attached as Schedule I to the Pledge Agreement.
Very truly yours,
| BURLINGTON COAT FACTORY WAREHOUSE CORPORATION | |
| By: | /s/ Paul Tang |
| Name: | Paul Tang |
| Title: | Executive Vice President |
| BURLINGTON COAT FACTORY PURCHASING, INC. | |
| By: | /s/ Paul Tang |
| Name: | Paul Tang |
| Title: | Executive Vice President |
Acknowledged and Accepted:
| BEAR STEARNS CORPORATE LENDING INC., Collateral Agent | |
| By: | /s/ Linda A. Carper |
| Name: | Linda A. Carper |
| Title: | Vice President |
EXHIBIT A
| ENTITY NAME | DATE OF FORMATION | JURISDICTION | PARENT COMPANY |
| Burlington Coat Factory of Hawaii, LLC | 7/6/2007 | Hawaii | Burlington Coat Factory Purchasing, Inc. |
| Burlington Coat Factory of Montana, LLC | 7/16/2007 | Montana | Burlington Coat Factory Purchasing, Inc. |
| Burlington Coat Factory of Puerto Rico, LLC | 6/14/2007 | Puerto Rico | Burlington Coat Factory Warehouse Corporation |
| Burlington Coat Factory of South Dakota, LLC | 7/17/2007 | South Dakota | Burlington Coat Factory Warehouse Corporation |
| Burlington Coat Factory of Wyoming, LLC | 7/19/2007 | Wyoming | Burlington Coat Factory Warehouse Corporation |
| Burlington Coat Factory of Vermont, LLC | 7/18/2007 | Vermont | Burlington Coat Factory Purchasing, Inc. |
| BCF Cards, Inc. | 5/14/2007 | Virginia | Burlington Coat Factory Warehouse Corporation |
SCHEDULE I
None of the issuers has any authorized, issued or outstanding shares of its capital stock of any class or any commitments to issue any shares of its capital stock of any class or any securities convertible into or exchangeable for any shares of its capital stock of any class except as otherwise stated in this Schedule I.
| Issuer | Record Owner | Class of Shares | Number of Shares held by Record Owner | Number of Issued and Outstanding Shares | Percentage of Shares held by Record Owner |
| Burlington Coat Factory of Alabama, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Huntsville, LLC | Burlington Coat Factory of New York, LLC | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Anchorage, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Arizona, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Mesa, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Desert Sky, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Arkansas, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of California, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of San Bernardino, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Baby Depot of California, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of California, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of San Francisco, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of San Bernardino, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Baby Depot of Ontario, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Baby Depot of San Diego, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Totally 4 Kids of Milpitas, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Totally 4 Kids of Ontario, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of Sacramento, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of Ontario, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of Modesto, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Dublin, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Florin, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Ventura, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Colorado, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Connecticut, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Cohoes Fashions of Connecticut, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Realty of East Windsor, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse Corporation | Burlington Coat Factory Investments Holdings, Inc. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Investments Holdings, Inc. | Burlington Coat Factory Holdings, Inc. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty Corp. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Delaware, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of Delaware, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| C.F.I.C. Corporation | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| C.F.B., Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| C.L.B., Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Burlington Coat Factory of Texas, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Purchasing, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Bee Ridge Plaza, LLC | K&T Acquisition Corp. | Membership Interests | Capital Contribution $7,150,000.00 | N/A | 90.51% |
| Burlington Coat Factory of Florida, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of Florida, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of University Square, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Coral Springs, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of West Colonial, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Orlando, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Sarasota, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| K&T Acquisition Corp. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Georgia, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Atlanta, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 200 | 200 | 100% |
| Burlington Coat Factory Realty of Morrow, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Hawaii, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Idaho, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Illinois, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Chicago, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of East St. Louis, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Tinley Park, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Realty of Gurnee, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Bloomingdale, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of River Oaks, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Indiana, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Greenwood, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Des Moines, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Burlington Coat Factory of Kansas, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Kentucky, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Lexington, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Dixie, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Louisiana, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Maine, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Maryland, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Massachusetts, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Cohoes Fashions of Massachusetts, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Decelle of Shrewsbury, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Decelle of North Attleboro, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of North Attleboro, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Michigan, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Detroit, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Redford, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Burlington Coat Factory Warehouse of Walker, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Grand Rapids, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Minnesota, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Missouri, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Desperes, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Missouri, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of St. Ann, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Benjamin KC, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Kingshighway, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of St. Peters, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of St. Louis, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Bridgeton, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Luxury Linens of St. Louis, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Des Peres, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Montana, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Nebraska, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Nevada, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Realty of Las Vegas, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of New Hampshire, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of New Jersey, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of New Jersey, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Cohoes Fashions of New Jersey, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Flemington, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Direct Corporation | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of Moorestown, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Super Baby Depot of Moorestown, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Edgewater Park, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Paramus, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Pinebrook, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Edgewater Park (Urban Renewal) Corp. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of New Jersey, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 200 | 200 | 100% |
| Burlington Coat Factory of New Mexico, LLC | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Albuquerque, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of West Albuquerque, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of New York, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of New York, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Cohoes Fashions of New York, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Georgetown Fashions Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 shares | 100 issued | 100% |
| Monroe G. Milstein, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 200 shares | 200 issued | 100% |
| LC Acquisition Corp. | Burlington Coat Factory Warehouse Corporation | Common | 200 | 200 | 100% |
| Burlington Coat Factory Realty of Yonkers, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of North Carolina, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of North Dakota, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Ohio, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Cleveland, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Burlington Coat Factory Warehouse of Cuyahoga, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Oklahoma, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Tulsa, Inc. | Burlington Coat Factory Realty Corp. | Common | 1000 | 1000 | 100% |
| Burlington Coat Factory of Puerto Rico, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Oregon, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Pennsylvania, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of Pennsylvania, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Bristol, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Outlet Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 Shares | 100 | 100% |
| Burlington Coat Factory Outlet of Eynon, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Burlington Coat Factory Outlet of Reading, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Burlington Coat Factory Warehouse of Market, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Lancaster, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Pennsylvania, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Monroeville, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Burlington Coat Factory Warehouse of Edwardsville, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Philadelphia, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Allentown, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Bethel Park, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Harrisburg, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Allegheny, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Franklin, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Havertown, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Montgomeryville, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Cheltenham, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Wilkes-Barre, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 200 | 200 | 100% |
| Burlington Coat Factory Warehouse of Millcreek, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Langhorne, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Greensburg, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of West Mifflin, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Warminster, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Whitehall, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Center City, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Fairgrounds, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Jenkintown, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of York, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 1,000 | 100% |
| Eynon Plaza Fashions, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Penn Plaza Fashions, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 10,000 | 10,000 | 100% |
| Penn Fashions, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of Eynon, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of St. David’s, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Luxury Linens of Reading, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Luxury Linens of Levittown, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Luxury Linens of Monroeville, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of West Mifflin, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Langhorne, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Whitehall, Inc | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Factory Warehouse of Reading, Inc. | Burlington Coat Factory Realty Corp. | Common | 100 | 100 | 100% |
| Burlington Coat Factory Warehouse Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Burlington Coat Factory Warehouse of East Providence, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Woonsocket, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Johnston, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Warwick, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Cohoes Fashions of Cranston, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of South Carolina, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Charleston, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of South Dakota, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Memphis, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Shelby, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 2,000 | 2,000 | 100% |
| Burlington Coat Factory Warehouse of Hickory Commons, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Memphis, Inc | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Memphis, LLC. | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Baytown, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| MJM Designer Shoes of Texas, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Famous Brands of Dallas, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 100 | 100 | 100% |
| Burlington Coat Realty of Plano, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Realty of Houston, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Westmoreland, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Bellaire, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of El Paso, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Utah, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Warehouse of Orem, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Vermont, LLC | Burlington Coat Factory Purchasing, Inc. | Units | 1,000 | 1,000 | `100% |
| Burlington Coat Factory of Virginia, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Pocono Crossing, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| BCF Cards, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,00 | 100% |
| Burlington Coat Factory Warehouse of Coliseum, Inc. | Burlington Coat Factory Warehouse Corporation | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Realty of Potomac, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Fairfax, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Coliseum, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Washington, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory Realty of Franklin, Inc. | Burlington Coat Factory Realty Corp. | Common | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of West Virginia, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Wisconsin, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Wyoming, LLC | Burlington Coat Factory Warehouse Corporation | Units | 1,000 | 1,000 | 100% |
| Burlington Coat Factory of Texas, L.P. | Burlington Coat Factory Warehouse of Baytown, Inc. | General Partnership Interest | N/A | N/A | 1% |
| Burlington Coat Factory of Texas, Inc. | Limited Partnership Interest | N/A | N/A | 99% |
