BURLINGTON COAT FACTORY WAREHOUSE CORP (Form: 10-Q, Received: 04/14/2009 17:11:22)

Exhibit 10.2

E MPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made as of December 2, 2008, by and between Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “ Company ”), Burlington Coat Factory Holdings, Inc., a Delaware corporation (“ Parent ”), and Thomas Kingsbury (“ Executive ”).

WHEREAS, the Company desires to employ Executive during the Employment Period, and Executive is willing to accept employment with the Company, on the terms and conditions set forth herein; and

WHEREAS, the agreements of Executive in Sections 5 , 6 and 7 are material inducements to enter into this Agreement.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions . In this Agreement:

“ Accounting Firm ” has the meaning given to that term in Section 22(b) .

“ Agreement ” has the meaning set forth in the preamble above.

“ Arbitrator ” has the meaning given to that term in Section 21(d) .

“ Base Salary ” has the meaning given to that term in Section 3(a) .

“ Board ” means the Board of Directors of the Company.

“ Cause ” means Executive (i) is convicted of a felony or other crime involving dishonesty towards the Company or any of its Subsidiaries or material misuse of property of the Company or any of its Subsidiaries; (ii) engages in willful misconduct or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers or an intentional act of dishonesty or disloyalty in the course of Executive’s employment; (iii) refuses to perform Executive’s material obligations under this Agreement (except in connection with a Disability) as reasonably directed by the Board or the Company’s chief executive officer, which failure is not cured within 15 days after written notice thereof to Executive; (iv) misappropriates one or more of the Company’s or any of its Subsidiaries material assets or business opportunities; or (v) breaches Sections 5 , 6 or 7 hereof which breach, if capable of being cured, is not cured within 10 days of written notice thereof has been delivered to Executive. In each such case (other than clause (i)), such notice shall specifically describe the condition giving rise to “Cause.” The Company may allow Executive an extension of time to cure a breach if the Board, in its sole discretion, determines that such extension is appropriate under the circumstances.

“ Code ” has the meaning given to that term in Section 4(g) .

“ Company ” has the meaning set forth in the preamble above, together with its Subsidiaries and affiliates and includes all predecessor entities.

“ Competing Business ” has the meaning given to that term in Section 7(a) .

“ Confidential Information ” has the meaning given to that term in Section 5(a) .

“ Court ” has the meaning given to that term in Section 8(b) .

“ Current Home ” has the meaning given to that term in Section 3(i) .

“ Disability ” means Executive’s inability to perform the essential duties, responsibilities and functions of Executive’s position with the Company and its Subsidiaries for a continuous period of 180 days as a result of any mental or physical disability or incapacity, as determined under the definition of disability in the Company’s long-term disability plan so as to qualify Executive for benefits under the terms of that plan or as determined by an independent physician to the extent no such plan is then in effect. Executive shall cooperate in all respects with the Company if a question arises as to whether Executive has become disabled (including, without limitation, submitting to an examination by a medical doctor or other health care specialists selected by the Company and authorizing such medical doctor or such other health care specialist to discuss Executive’s condition with the Company).

“ Employment Period ” means the period commencing on the date hereof and ending on the date set forth in Section 4(a) .

“ Equity Award Agreements ” means, (i) that certain Restricted Stock Grant Agreement, dated as of the date hereof, by and between Executive and Parent, and (ii) that certain Non-Qualified Stock Option Agreement, dated as of the date hereof, by and between Executive and Parent.

“ Excise Tax ” has the meaning given to that term in Section 22(a) .

“ Executive ” has the meaning set forth in the preamble above.

“ Executive Dispute Notice ” has the meaning given to that term in Section 21(b) .

“ Final Determination ” has the meaning given to that term in Section 21(d) .

“ Good Reason ” means the occurrence of any of the following events without the written consent of Executive: (i) a material diminution of Executive’s duties or the assignment to Executive of duties that are inconsistent in any substantial respect with the position, authority or responsibilities associated with Executive’s position as set forth pursuant to Section 2(b) , other than any such authorities, duties or responsibilities assigned at any time which are by their nature, or which are identified at the time of assignment, as being temporary or short-term; (ii) the Company’s requiring Executive to be based at a location which is fifty (50) or more miles from Executive’s principal office location on the date hereof; or (iii) a material breach by the Company of its obligations pursuant to this Agreement (including, without limitation, its obligations pursuant to Section 3 ) (which such breach goes uncured after notice and a reasonable opportunity to cure); provided, however, no condition enumerated in the preceding shall be deemed to be “Good Reason” unless within thirty (30) days of Executive’s knowledge of the initial existence of such condition, Executive shall have given the Company written notice thereof specifically describing the condition giving rise to “Good Reason” and allowing the Company a period of thirty (30) days from the date of receipt of the notice to remedy such condition. Notwithstanding the foregoing, in no event will a condition give rise to “Good Reason” hereunder unless at any time during the period commencing ten (10) days after the expiration of the period provided in the Executive’s notice for the Company to remedy said condition (which condition remains unremedied) and ending one hundred and eighty (180) days after Executive’s knowledge of the initial existence of said condition (but in all events within two (2) years after the initial existence of said condition), Executive shall have actually terminated his employment with the Company by giving written notice of resignation for failure of the Company to remedy such condition.

“ Gross-Up Payment ” has the meaning given to that term in Section 22(a) .

“ Housing Allowance ” has the meaning given to that term in Section 3(i) .

“ Initial Public Offering ” shall have the meaning given to such term in the Stockholders Agreement.

“ New Home ” has the meaning given to that term in Section 3(i) .

“ Non-Compete Period ” has the meaning given to that term in Section 7(a) .

“ Parent ” has the meaning set forth in the preamble above.

“ Parent Valuation Notice ” has the meaning given to that term in Section 21(b) .

“ Payment ” has the meaning given to that term in Section 22(a) .

“ Prior Employer ” has the meaning given to that term in Section 9(c) .

“ Prior Employer Claims ” has the meaning given to that term in Section 9(c) .

“ Stockholders Agreement ” has the meaning given to that term in Section 21(a) .

“ Subsidiaries ” means any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

“ Target Bonus ” has the meaning given to that term in Section 3(b) .

“ Termination Year ” means the calendar year in which the Employment Period is terminated.

“ Underpayment ” has the meaning given to that term in Section 22(b) .

“ Work Product ” has the meaning given to that term in Section 6 .

2. Employment, Position and Duties .

(a) The Company shall employ Executive and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the Employment Period.

(b) During the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company and of Parent and shall perform the normal duties, responsibilities and functions of a President and Chief Executive Officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities of such office. During the Employment Period, Executive shall serve as a member of the Board and of the Board of Directors of Parent (“Parent Board”).

(c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board and devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall also perform the foregoing duties and functions as President and Chief Executive Officer of Parent, as applicable, as the Parent Board shall direct, and in such capacity shall report to the Parent Board. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of Executive’s abilities in a diligent, trustworthy and professional manner.

3. Compensation and Benefits .

(a) During the Employment Period, Executive’s base salary shall be a minimum of $850,000 per annum (as increased or decreased in accordance with this Agreement from time to time, the “ Base Salary ”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). Executive’s Base Salary will be subject to annual review and increase (but not decrease) by the Board during the Employment Period. Any such increased Base Salary shall be Executive’s “Base Salary” for all purposes thereafter under this Agreement.

(b) Executive shall be entitled to participate in the Company’s Senior Management Bonus Plan approved by the Board or a committee thereof, as in effect from time to time, with a target annual bonus of one hundred percent (100%) of Executive’s Base Salary (“ Target Bonus ”) or such greater amount as the Board in its sole discretion may from time to time determine. Any bonus earned by Executive for the portion of the fiscal year ending on May 30, 2009 shall be pro rated based on the number of days worked by Executive for the Company in such fiscal year.

(c) The Board, or a committee or appointee thereof, during the term of this Agreement, shall review annually, or at more frequent intervals which the Board determines is appropriate, Executive’s compensation and may award Executive compensation as the Board deems appropriate in its sole discretion; provided , however , that Executive’s Base Salary shall not be reduced pursuant to any such review or otherwise.

(d) Executive shall be entitled to twenty (20) days of paid vacation each calendar year in accordance with the Company’s policies, which if not taken in any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. Such vacation will accrue as of January 1 of each year, except that if Executive’s employment commences after January 31 of any calendar year, Executive shall accrue twenty (20) days of paid vacation pro rated for the number of full calendar months remaining in the calendar year in which the Employment Period commences.

(e) During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by Executive in the course of performing Executive’s duties, responsibilities and functions under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

(f) The Company shall provide Executive with the use of an automobile which has an original purchase price not in excess of $50,000. Such automobile shall be replaced with a new model of comparable make and model from time to time in accordance with Company policy then in effect, but at least every three (3) years. The Company shall be responsible for all costs and expenses incurred in operation, maintenance, insurance and repair of such automobile.

(g) In addition to participation in the Senior Management Bonus Plan and the awards to Executive under the Equity Award Agreements, Executive shall be entitled to participate, on the same basis as other executives of comparable level in the Company, in any compensation, bonus, incentive, award, deferred compensation, pension, retirement, stock award, stock option or other benefit, plan or arrangement of the Company (including, without limitation, any plan sponsored by the entity owning or controlling the Company, or any affiliate of such entity) now existing or hereafter adopted, all upon terms at least as favorable as those enjoyed by other salaried employees of comparable level of the Company; provided , however , the Company may restrict or exclude Executive’s participation in any such plan, or the benefits thereunder, on such terms and conditions as the Company shall in its sole discretion determine, if at any time Executive shall be working fewer than five days a week or on other part-time basis during regular business days. Executive also shall be entitled to hospital, health, disability, medical and life insurance, and any other benefits enjoyed, from time to time, by other salaried employees of the Company of comparable level, all upon terms as favorable as those enjoyed by other salaried employees of comparable level of the Company. Notwithstanding anything in this Section 3(g) to the contrary, if the Company adopts any change in the benefits provided for other salaried employees of the Company of comparable level, and such policy is uniformly applied to all such employees of the Company (and any successor or acquirer of the Company, if any), then no such change shall be deemed a breach by the Company of this Section 3(g) .

(h) Executive will be indemnified and defended for acts performed (or omissions made) in Executive’s capacity as an officer or director of the Company to the fullest extent specified in the Company’s certificate of incorporation and bylaws and as permitted under Delaware law. During Executive’s employment and membership on the Board and the Parent Board and for not less than six (6) years following the latest termination thereof, the Company or Parent (or both), as the case may be, shall insure Executive under a contract of directors and officers liability insurance to the same extent as members of the Board or the Parent Board, as applicable, are so insured.

(i) As soon as reasonably practicable (but not later than thirty (30) days) following the date on which Executive commences employment with the Company, the Company will make a one-time payment to Executive in an aggregate amount of $300,000 in order for Executive to pay certain expenses he may incur in connection with his relocation from Oconomowoc, Wisconsin (the “ Current Home ”) to a non-temporary residence within reasonable commuting distance from the Company’s principal offices in Burlington, New Jersey (the “ New Home ”). Such payment shall be subject to all customary withholding, payroll and other taxes and shall not, for the avoidance of doubt, be grossed up for any such taxes. In addition, for the period from the date hereof to the earlier of (x) six (6) months after the date hereof, and (y) the time Executive sells his Current Home and relocates to a New Home, the Company will reimburse to the Executive reasonable temporary housing accommodations for Executive and his family (not to exceed $3,000.00 per month) (the “ Housing Allowance ”). Executive acknowledges that he will be solely responsible for the excess of the amount of Executive’s actual cost of housing accommodations over $3,000.00 per month. The Company shall also reimburse Executive for any applicable federal and state income taxes paid by Executive resulting from the inclusion in his taxable income of the Housing Allowance, including all such taxes imposed on such reimbursement (grossed up), payable to Executive at the same time that Executive files his federal and state income tax returns for the year in which reimbursed amounts are included in Executive’s taxable income and based on the highest marginal state and federal income tax rates for such year. The Company shall also reimburse Executive for any applicable federal and state employment taxes paid by Executive resulting from the inclusion in his taxable wages of the Housing Allowance, including all such taxes imposed on such reimbursement (grossed up), payable to Executive at the same time as the employment taxes are due to be withheld from Executive. Executive agrees to provide to the Company documentation showing that the reimbursed amounts are taxable at such rates for the year in question. The obligation of the Company to provide reimbursement for Executive’s federal tax liability will be adjusted to take into account the federal tax benefit, if any, of state income taxes applicable to the inclusion in taxable income of the amount of such amounts paid or reimbursed, regardless of the year in which such federal tax benefit is realized by Executive.

(j) For the period from the date hereof to the time Executive shall become eligible for participation in the Company’s health and medical plans, the Company shall reimburse Executive for the excess of the costs paid by Executive to his former employer for the purchase of continuation of health benefits under the Consolidated Omnibus Budget Reconciliation Act as administered by such company over the Executive’s current contributions to such plans.

(k) Notwithstanding anything herein to the contrary, in the event Executive’s employment with the Company is terminated either voluntarily by Executive (other than for Good Reason or due to his Disability) or for Cause by the Company within eighteen (18) months after the commencement of Executive’s employment, Executive shall immediately repay to the Company the after-tax amount of the $300,000 one-time relocation payment and the pre-tax amount of the Housing Allowance and tax gross-up paid on Executive’s behalf by the Company or reimbursed to Executive by the Company pursuant to Section 3(i) above.

4. Termination and Payment Terms .

(a) The Employment Period shall commence on the date hereof and shall terminate, (i) immediately upon Executive’s resignation, death or Disability, or (ii) by resolution of the Board, with or without Cause, at any time. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Executive.

(b) If the Employment Period is terminated:

(i) by resolution of the Board (other than for Cause) or by Executive resigning for Good Reason, Executive shall be entitled to receive (1) all previously earned and accrued but unpaid Base Salary and vacation and unpaid business expenses up to the date of such termination, (2) any unpaid bonus (if any) earned by Executive for the fiscal year prior to the Termination Year, but then unpaid, and any other amounts owed under Section 3(i) or Section 23 , (3) the pro rata portion of Executive’s Target Bonus (pursuant to Section 3(b) hereof) during the Termination Year, to the extent targets thereunder are achieved for such year, after such termination or expiration, pro rated based on the number of days of the Termination Year or the Expiration Year, as applicable, prior to the date of termination, which payment shall be made when the bonus payments for such Termination Year are otherwise due; (4) severance pay in the full amount of Base Salary at the time of termination from the date of termination through the period ending on the second (2nd) anniversary of the date of termination; and (5) full continuation of Executive’s hospital, health, disability, medical and life insurance benefits during the two (2) year severance period (to the extent any of those benefits cannot be provided by Company during the two (2) year severance period, the Company will provide Executive with a sum of money calculated to permit Executive to obtain the same benefits individually, grossed up for tax purposes so that Executive remains whole); or

(ii) for any other reason, including as a result of Executive’s death, Disability, voluntary resignation for other than Good Reason or by resolution of the Board for Cause, Executive’s sole entitlement shall be to receive all previously earned and accrued but unpaid Base Salary, vacation and unpaid business expenses up to the date of such termination and Executive shall not be entitled to any further Base Salary, bonus payments or benefits for that year or any future year, except as required by law, or to any other severance compensation of any kind.

(c) Executive agrees that: (i) Executive shall be entitled to the payments and services provided for in Sections 4(b)(i) (3) , 4(b)(i) (4) , and 4(b)(i) (5) , if any, if and only if Executive has executed and delivered the Release attached as Exhibit A and seven (7) days have elapsed since such execution without any revocation thereof by Executive and Executive has not breached as of the date of termination of the Employment Period the provisions of Sections 5 , 6 and 7 hereof and does not breach such sections or such covenants at any time during the period for which such payments or services are to be made; and (ii) the Company’s obligation to make such payments and services will terminate upon the occurrence of any such breach during such period. Executive shall not have any obligation to mitigate the amounts payable to him pursuant to Sections 4(b)(i) (3) , 4(b)(i) (4) , or 4(b)(i) (5) by seeking or accepting alternative employment; provided, that Executive’s rights to receive the benefits provided for in Section 4(b)(i) (5) shall cease at such time as he is eligible to be covered under the hospital, health, disability, medical or life insurance benefits, as apply, of any subsequent employer.

(d) Except as stated above, any payments pursuant to Section 4(b) shall be paid by the Company in regular installments in accordance with the Company’s general payroll practices, and following such payments the Company shall have no further obligation to Executive pursuant to this Section 4 except as provided by law. All amounts payable to Executive as compensation hereunder shall be subject to all customary withholding, payroll and other taxes. Except as set forth in the Equity Award Agreements, the Company shall be entitled to deduct or withhold from any amounts payable to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes imposed with respect to Executive’s compensation or other payments or Executive’s ownership interest in the Company (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

(e) Executive hereby agrees that except as expressly provided herein, no severance compensation of any kind, nature or amount shall be payable to Executive and except as expressly provided herein, Executive hereby irrevocably waives any claim for severance compensation.

(f) Except as provided in Sections 4(b)(i) and 4(b)(ii) above, all of Executive’s rights pursuant to Section 3 (other than Section 3(h) ) shall cease upon the termination of the Employment Period.

(g) Notwithstanding anything herein to the contrary, if, at the time any payment is payable to Executive pursuant to the provisions of Section 4(b)(i) above as a result of Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations promulgated thereunder, the Company or any company in the affiliate group in which the Company’s financial statements are consolidated in accordance with generally accepted accounting principles has a class of equity securities traded on an established domestic or foreign securities market or otherwise including, without limitation, trading on an American exchange only as American Depositary receipts and Executive is designated a “specified person” (as such term is defined in Section 409A of the Code and the regulations promulgated thereunder) on a list prepared by the Company periodically pursuant to Section 409A of the Code and the regulations promulgated thereunder, then during the six month period from and after the date of Executive’s “separation from service” the amount payable to Executive pursuant to the provisions of Section 4(b)(i) of the Employment Agreement shall not exceed the lesser of (x) two times Executive’s annual base compensation or (y) two times the amount determined pursuant to Section 401(a)(17) of the Code, and any excess amount which accrues to Executive during such period shall be withheld during such period and paid to Executive in a lump sum, together with interest at the applicable federal rate in effect on the date of termination under Section 1274(d) of the Code, upon the expiration of six months after the date of “separation from service” (or , if earlier than the end of such six month period, upon Executive’s death). Any further amounts payable to Executive pursuant to Section 4(b)(i) thereafter accruing shall be paid on their scheduled payment dates.

5. Confidential Information .

(a) Executive acknowledges and agrees that the information, observations and data (including trade secrets) obtained by Executive while employed by the Company and its Subsidiaries concerning the business or affairs of the Company and its Subsidiaries are the confidential information (“ Confidential Information ”), and the property, of the Company and/or its Subsidiaries. Without limiting the foregoing, the term “Confidential Information” shall be interpreted as broadly as possible to include all observations, data and other information of any sort that are (i) related to any past, current or potential business of the Company or any of its Subsidiaries or any of their respective predecessors, and any other business related to any of the foregoing, and (ii) not generally known to and available for use by those within the line of business or industry of the Company or by the public (except to the extent such information has become generally known to and available for use by the public as a direct or indirect result of Executive’s acts or omissions) including all (A) Work Product (as defined below); (B) information concerning development, acquisition or investment opportunities in or reasonably related to the business or industry of the Company or any of its Subsidiaries of which Executive is aware or becomes aware during the term of his employment; (C) information identifying or otherwise concerning any current, former or prospective suppliers, distributors, contractors, agents or customers of the Company or any of its Subsidiaries; (D) development, transition, integration and transformation plans, methodologies, processes and methods of doing business; (E) strategic, marketing, promotional and financial information (including all financial statements), business and expansion plans, including plans and information regarding planned, projected and/or potential sales, pricing, discount and cost information; (F) information identifying or otherwise concerning employees, independent contractors and consultants; (G) information on new and existing programs and services, prices, terms, and related information; (H) the terms of this Agreement; (I) all information marked, or otherwise designated, as confidential by the Company or any of its Subsidiaries or which Executive should reasonably know is confidential or proprietary information of the Company or any of its Subsidiaries; (J) all information or materials similar or related to any of the foregoing, in whatever form or medium, whether now existing or arising hereafter (and regardless of whether merely stored in the mind of Executive or employees or consultants of the Company or any of its Subsidiaries, or embodied in a tangible form or medium); and (K) all tangible embodiments of any of the foregoing.

(b) Therefore, Executive agrees that, except as required by law or court order, including, without limitation, depositions, interrogatories, court testimony, and the like (and in such case provided that Executive must give the Company and/or its Subsidiaries, as applicable, prompt written notice of any such legal requirement, disclose no more information than is so required and seek, at the Company’s sole cost and expense, confidential treatment where available and cooperate fully with all efforts by the Company and/or its Subsidiaries to obtain a protective order or similar confidentiality treatment for such information) or in connection with Executive’s performance of his duties hereunder, Executive shall not disclose to any unauthorized person or entity or use for Executive’s own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the Confidential Information becomes generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information (including any Work Product (as defined below)) or the business of the Company and its Subsidiaries which Executive may then possess or have under Executive’s control and if, at any time thereafter, any such materials are brought to Executive’s attention or Executive discovers them in his possession or control, Executive shall deliver such materials to the Company immediately upon such notice or discovery.

6. Intellectual Property, Inventions and Patents . Executive acknowledges and agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, specifications, designs, analyses, drawings, reports, patents and patent applications, processes, programs, systems, software, firmware, materials, plans, sketches, models, know-how, devices, developments, data, databases, technology, trade secrets, works of authorship, copyrightable works and mask works (whether or not including any confidential information) and all registrations or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable or copyrightable and whether or not reduced to tangible form or practice) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company or its predecessors and its Subsidiaries (“ Work Product ”) shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be “work made for hire” under applicable law, and all right, title and interest in and to such Work Product have not automatically vested in the Company, Executive hereby (A) irrevocably assigns, transfers and conveys, and shall assign transfer and convey, to the full extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company shall designate), without further consideration, and (B) waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors or assigns. Executive shall, at the Company’s expense, execute all documents and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish, confirm, evidence, effectuate, maintain, protect, enforce, perfect, record, patent or register any of the Company’s rights hereunder (including, without limitation, assignments, consents, powers of attorney and other instruments).

7. Non-Compete, Non-Solicitation .

(a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges and agrees that during the course of Executive’s employment with the Company and its Subsidiaries Executive shall become familiar with the Company’s trade secrets and with other Confidential Information and that Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries, and therefore, Executive agrees that, during his or her employment with the Company and for a period of two (2) years thereafter (the “ Non-Compete Period ”), Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its Subsidiaries operates or plan to operate. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purposes of this paragraph, “ Competing Business ” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Marshalls, Ross Stores, Stein Mart, Century 21, Forman Mills, Schottenstein Stores, Daffy Dan’s, AJ Wright, Bob’s Stores, and TK Maxx.

(b) During the Non-Compete Period, Executive shall not, directly or indirectly, and shall ensure that any person or entity controlled by Executive does not, (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire, directly or through another person, any person (whether or not solicited) who was an executive of the Company or any Subsidiary at any time within the one year period before Executive’s termination from employment, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, engage in or assist any person or entity in engaging in any Competing Business or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (Executive understands that any person or entity that Executive contacted during the one year period prior to the date of Executive’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company and its Subsidiaries as to whom the Company has a protectible proprietary interest) or (iv) make or solicit or encourage others to make or solicit directly or indirectly any defamatory statement or communication about the Company or any of its Subsidiaries or any of their respective businesses, products, services or activities (it being understood that such restriction shall not prohibit truthful testimony compelled by valid legal process).

8. Enforcement .

(a) Executive acknowledges and agrees that the Company entered into this Agreement in reliance on the provisions of Sections 5 , 6 and 7 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its Subsidiaries and other Confidential Information and goodwill of the Company and its Subsidiaries to the extent and for the periods of time expressly agreed to herein. Executive acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

(b) Notwithstanding any provision to the contrary herein, the Company or its Subsidiaries may pursue, at its discretion, enforcement of Sections 5 , 6 and 7 in any court of competent jurisdiction (each a “ Court ”).

(c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 , 6 and 7 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law.

(d) Because Executive’s services are unique and because Executive has intimate knowledge of and access to Confidential Information and Work Product, the parties hereto agree that money damages would not be an adequate remedy for any breach of Sections 5 , 6 and 7 , and any breach of the terms of Sections 5 , 6 and 7 would result in irreparable injury and damage to the Company and its Subsidiaries for which the Company and its Subsidiaries would have no adequate remedy at law. Therefore, in the event of a breach or threatened breach of Sections 5 , 6 and 7 , the Company or its successors or assigns, in addition to any other rights and remedies existing in their favor at law or in equity, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without having to prove damages. The terms of this Section 8 shall not prevent the Company or any of its Subsidiaries from pursuing any other available remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Executive.

9. Executive’s Representations; Prior Employment .

(a) Executive hereby represents and warrants to the Company that, subject to the acknowledgements and agreements of Company, Parent, and Executive set forth in Section 9(c) below, (i) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, covenant, restriction, instrument, order, judgment or decree to which Executive is a party or by which he is bound (including any arising out of any prior employment), (ii) Executive is not a party to or bound by any contract, agreement, covenant, restriction, instrument, order, judgment or decree with any other person or entity (including any arising out of any prior employment) that would restrict Executive from performing the services contemplated hereunder, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.

(b) Executive hereby agrees that he shall not improperly use or disclose confidential information or trade secrets, if any, of any former employers or any other person or entity to whom Executive owes an obligation of confidentiality, and that he shall not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person or entity to whom Executive owes an obligation of confidentiality.

(c) The Company and Parent acknowledge that Executive previously entered into an employment agreement, dated August 1, 2006, with his former employer (the “ Prior Employer ”) which contains restrictive covenants among other provisions that have been disclosed to the Company and Parent. Executive has informed the Prior Employer prior to Executive’s entering into this Agreement of his decision to accept employment with the Company and that he will be acting as the President and Chief Executive Officer of the Company. Executive has not been informed of, and Executive has no knowledge of, any objection on the part of the Prior Employer to his decision to accept employment with the Company or act as its President and Chief Executive Officer, and Executive is entering into a separation agreement with the Prior Employer which confirms that no such objection exists. Executive shall keep the Company informed regarding any communications, whether written or oral, that he receives from his Prior Employer and which concern his decision to accept employment with the Company and act as its President and Chief Executive Officer, and Executive shall not amend or modify any provision of the separation agreement he is entering into with the Prior Employer which would have a material adverse effect on Company or Parent.

(d) In the event that the Prior Employer threatens or asserts any claim that Executive, by accepting the position of, and acting as, the President and Chief Executive Officer of the Company, has breached or violated any employment, non-competition, confidentiality, or other similar agreement that would materially limit Executive’s ability to perform any of his duties under this Agreement or subject Executive to legal expenses or liability for damages, (collectively, “ Prior Employer Claims ”), the Company shall indemnify and hold harmless Executive (and his heirs, legatees and distributees in the event of his death) against any damages, amounts paid in settlement and expenses (including legal fees and expenses) incurred by Executive and arising from any such Prior Employer Claims. The Company shall have the right to select any counsel reasonably acceptable to Executive to represent Executive in connection with any Prior Employer Claims, and the Company shall have the right to settle or compromise any Prior Employer Claim indemnified hereby.

(e) In the event that the Prior Employer brings any Prior Employer Claims, the Company shall have the option to terminate Executive’s employment with the Company. In the event of any such termination, and notwithstanding anything in this Agreement to the contrary, (i) Executive shall have the right to receive the benefits set forth in Sections 4(b)(i)(1) , 4(b)(i)(2) , and 4(b)(i)(4) (except that for purposes of this Section 9(e) , the phrase “second (2nd) anniversary” in Section 4(b)(i)(4) shall be replaced with “first (1st) anniversary”), subject to compliance by him with the other applicable provisions of Section 4 (including Sections 4(b) and 4(c) ), (ii) Executive shall continue to be entitled to the benefit of the indemnification set forth in Section 3(h) (including directors and officers liability insurance) and Section 9(d) above, and (iii) Executive shall not have the right to any other payments, bonuses, or benefits of any kind following such termination, and all of Executive’s right, title, and interest in all of the equity securities and other benefits granted to him pursuant to this Agreement and the Equity Award Agreements shall be cancelled in their entirety without any consideration payable in connection therewith and without regard to any of the provisions of such agreements that would otherwise apply in such circumstances.

(f) EXECUTIVE HEREBY ACKNOWLEDGES, AGREES AND REPRESENTS THAT EXECUTIVE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL REGARDING EXECUTIVE’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE TERMS OF THE RELEASE ATTACHED AS EXHIBIT A AND THAT EXECUTIVE FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN AND THEREIN.

10. Survival . Sections 3(h) and (k) and Sections 4 through 23 , inclusive, shall survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period.

11. Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service with confirmation of delivery, sent by facsimile (with evidence of transmission) or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

To Executive:

Thomas Kingsbury

At the last known New Home (or subsequent residence) address set forth on the personnel records of the Company

To the Company:

Burlington Coat Factory Warehouse Corporation

1830 Route 130

Burlington, New Jersey 08016

Attention: General Counsel

Facsimile No.: (609) 239-9675

with copies (which shall not constitute notice) to:

Bain Capital Partners, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Attention: Jordan Hitch

Facsimile No.: (617) 516-2010

Kirkland & Ellis LLP

200 E. Randolph Dr.

Chicago, IL 60601

Attention: Matthew E. Steinmetz, P.C.

Matthew J. Richards

Facsimile No.: (312) 861-2200

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when personally delivered, one (1) business day following delivery to the overnight courier service, if given by facsimile, when such facsimile is transmitted to the applicable fax number specified above and the appropriate facsimile confirmation is received, or if so mailed, on receipt.

12. Complete Agreement . This Agreement and those other documents expressly referred to herein embody the complete agreement and understanding among the parties hereto and supersede and preempt any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

13. Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

14. Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company, Parent, and their respective heirs, successors and assigns; provided , that the services provided by Executive under this Agreement are of a personal nature and rights and obligations of Executive under this Agreement shall not be assignable.

15. Choice of Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

16. Consent to Jurisdiction . EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY AND STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH IN SECTION 11 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 16 . EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE OR FEDERAL COURTS LOCATED IN THE CITY AND STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

17. Waiver of Jury Trial . AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

18. Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate the Employment Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

19. Key Man Life Insurance . The Company may apply for and obtain and maintain a key man life insurance policy in the name of Executive together with other executives of the Company in an amount deemed sufficient by the Board, the beneficiary of which shall be the Company. Executive shall submit to physical examinations and answer reasonable questions in connection with the application and, if obtained, the maintenance of, as may be required, such insurance policy, the findings of which shall be held in the strictest confidence and used exclusively for the purpose of obtaining such insurance.

20. Executive’s Cooperation . During the Employment Period and thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s cooperation in accordance with this section after the termination of the Employment Period, the Company shall reimburse Executive for all of Executive’s reasonable costs and expenses incurred, in connection therewith, plus pay Executive a reasonable amount per day for Executive’s time spent.

21. Stockholders Agreement; Buyback Valuation, etc .

(a) Executive hereby agrees that he shall be party to, and bound by all of the terms and provisions of, that certain Stockholders Agreement, dated as of April 13, 2006, by and among Parent, the Investors (as such term is defined therein), and the other Stockholders (as such term is defined therein) party thereto (the “ Stockholders Agreement ”). Executive shall be deemed to be a “Manager” for purposes of the Stockholders Agreement and shall, except to the extent otherwise set forth herein, have all the rights of, and be subject to all of the obligations of, a Manager as set forth in the Stockholders Agreement.

(b) In the event of any exercise of the Company Call Option (as such term is defined in the Stockholders Agreement) with respect to Executive, Parent shall simultaneously deliver to Executive its determination of Fair Market Value (as such term is defined in the Stockholders Agreement) for purposes of such exercise (the “ Parent Valuation Notice ”). Executive may, at his option, elect to dispute any Parent Valuation Notice by delivering written notice thereof (an “ Executive Dispute Notice ”) to Parent within twenty-one (21) business days of the date of transmission of such Parent Valuation Notice; provided, that any Executive Dispute Notice must include Executive’s determination of Fair Market Value. If Executive does not timely deliver an Executive Dispute Notice in compliance with the provisions of this Section 21(b) , then the applicable Parent Valuation Notice shall be final and binding.

(c) In the event of any proper delivery of an Executive Dispute Notice, Executive and Parent shall negotiate in good faith for a period of fifteen (15) business days to resolve their dispute. Any agreement between Executive and Parent regarding an Executive Dispute Notice shall be in writing executed by the parties and thereupon shall be final and binding. In the event Executive and Parent are unable to resolve their dispute following such fifteen (15) business day period, such dispute shall be resolved as set in Section 21(d) below.

(d) Any dispute regarding an Executive Dispute Notice shall be resolved as follows. Within ten (10) business days following the expiration of the period set forth in Section 21(c) above, Parent shall select an independent investment bank, valuation firm, or other similar person experienced in the valuation of securities and who is reasonably acceptable to Executive to act as an arbitrator for the parties; provided, that if Parent and Executive are unable to agree, in good faith, on the identity of such person, then each of Parent and Executive shall select an independent investment bank, valuation firm, or other similar person experienced in the valuation of securities, and the two persons so selected shall select a third independent investment bank, valuation firm, or other similar person experienced in the valuation of securities, and the third such person so selected shall act as the arbitrator for the parties. The person so selected to act as arbitrators shall be the “ Arbitrator ”. The Arbitrator shall conduct its Arbitration, (i) pursuant to the rules of the American Arbitration Association, and (ii) so that a final determination of Fair Market Value (the “ Final Determination ”) is rendered no later than forty-five (45) days following the selection of the Arbitrator. The Final Determination shall no be greater than the greatest value claimed by either party nor lower than the lowest value claimed by either party. The Final Determination shall be final and binding on the parties.

(e) Each party shall bear their own fees and expenses resulting from the delivery of any Executive Dispute Notice; provided, that the fees and expenses of the Arbitrator shall be allocated between the parties based on their relative success in the Final Determination. For example, if Parent asserts that Fair Market Value is $90, and Executive asserts that Fair Market Value is $100, and the Final Determination states that Fair Market Value is $94, then Parent shall bear 40% (i.e., ($94-$90)/($100-$90)) of the fees and expenses of the Arbitrator and Executive shall bear 60% (i.e., ($100-$94)/($100-$90)) of the fees and expenses of the Arbitrator.

(f) Notwithstanding any to the contrary in the Stockholders Agreement, if the Fair Market Value is finally determined pursuant to the dispute resolution process set forth in this Section 21 to be an amount at least ten percent (10%) greater than the valuation set forth in the applicable Parent Valuation Notice, then the person or persons exercising the Company Call Option shall have the right to revoke such exercise by giving written notice thereof no later than fifteen (15) business days following the final determination of Fair Market Value, which revocation shall be irrevocable and the Company Call Right under the Stockholders Agreement shall thereupon in all respects terminate.

(g) Notwithstanding anything to the contrary in the Stockholders Agreement, any deadlines for the closing of any purchase pursuant to the Company Call Option shall be tolled during the resolution of the dispute process set forth in this Section 21 .

22. Excise Tax Payments .

(a) If it shall be determined that any benefit provided to Executive, or payment or distribution by or for the account of the Company or Parent, or any other amounts in the nature of compensation, to or for the benefit of Executive, in each case pursuant to this Agreement, any of the Equity Award Agreements or any other plan, arrangement or agreement with the Company or any affiliate, and occurring after an Initial Public Offering (a “ Payment ”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax resulting from any action or inaction by the Company or Parent (such excise tax, together with any such interest and penalties, collectively, the “ Excise Tax ”), then Executive shall be entitled to receive an additional payment (a “ Gross-Up Payment ”) from the Company in an amount such that after payment by Executive of the Excise Tax and all other federal, state and local income, employment, excise and other taxes that are imposed on the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the sum of (A) the Excise Tax imposed upon the Payments and (B) the product of any deductions disallowed because of the inclusion of the Gross-up Payment in Executive’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made.

(b) Subject to the provisions of Section 22(c) , all determinations required to be made under this Section 22 , including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent, certified public accounting firm or such other certified public accounting firm as may be designated by Executive and shall be reasonably acceptable to the Company (the “ Accounting Firm ”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a change in the ownership or effective control (as defined for purposes of Section 280G of the Code) of the Company, Executive shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 22 , shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination. Subject to Section 22(c) , any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that additional Gross-Up Payments shall be required to be made to compensate Executive for amounts of Excise Tax later determined to be due, consistent with the calculations required to be made hereunder (an “ Underpayment ”). If the Company exhausts its remedies pursuant to Section 22(c) and Executive is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

(c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that they desire to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties incurred in connection with such contest) and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

23. Executive’s Legal Fees . The Company shall pay the reasonable, documented fees and expenses of one counsel retained by Executive in connection with the negotiation and preparation of this Agreement and the Equity Award Agreements.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION

By: /s/ Paul Tang

Name: Paul Tang

Title: EVP

BURLINGTON COAT FACTORY HOLDINGS, INC.

By: /s/ Paul Tang

Name: Paul Tang

Title: EVP

/s/ Thomas Kingsbury

Thomas Kingsbury

Exhibit A

GENERAL RELEASE

I, Thomas Kingsbury, in consideration of and subject to the performance by Burlington Coat Factory Warehouse Corporation, a Delaware corporation (together with its subsidiaries, the “ Company ”), of its obligations with respect to the payment of severance pursuant to Sections 4(b)(i) (3) , 4(b)(i) (4) and 4(b)(i) (5) of the Employment Agreement, dated as of December 2, 2008 (the “ Agreement ”) and this General Release (the “ General Release ”), do hereby release and forever discharge as of the date hereof the Company, its subsidiaries and affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Companies and their subsidiaries and affiliates and the Company’s direct and indirect owners (collectively, the “ Released Parties ”) to the extent provided below.

I understand that any payments paid to me under Sections 4(b)(i) (3) , 4(b)(i) (4) and 4(b)(i) (5) of the Agreement represent consideration for signing this General Release and are not salary or wages to which I was already entitled. I understand and agree that I will not receive the payments specified in Sections 4(b)(i) (3) , 4(b)(i) (4) and 4(b)(i) (5) of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release or Sections 5 , 6 or 7 of the Agreement. Such payments will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. I also acknowledge and represent that I have received all salary, wages and bonuses that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.

Except as provided in paragraphs 4, 12 and 13 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”).

3.	I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my engagement and employment by, and separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to make any payments pursuant to the terms of Sections 4(b)(i) (3) , 4(b)(i) (4) and 4(b)(i) (5) of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company or any other Released Party, or in the event I should seek to recover against the Company or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending charge or complaint of the type described in paragraph 2 as of the execution of this General Release.

6.	I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

I agree that I will forfeit all amounts payable by the Company pursuant to Sections 4(b)(i) (3) , 4(b)(i) (4) , and 4(b)(i) (5) of the Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or the other Released Parties, I will return all severance payments received by me pursuant to Sections 4(b)(i) (3) , 4(b)(i) (4) , and 4(b)(i) (5) of the Agreement.

I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other advisor I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.

Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental entity.

10.

I agree that, as of the date hereof, I have returned to the Company any and all property, tangible or intangible, relating to its business, which I possessed or had control over at any time (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data other than such documents as are generally or publicly known; provided , that such documents are not known as a result of my breach or actions in violation of the Agreement or this General Release.

11.

Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof or any other rights or claims I may have against the Company or any Released Party arising after the date hereof.

12.

Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

13.	As set forth in Section 10 of the Agreement, Sections 4 through 20 of the Agreement, inclusive, survived the termination of my employment and are incorporated herein and made part hereof.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

(i)	I HAVE READ IT CAREFULLY;

(ii)

I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963 AND THE AMERICANS WITH DISABILITIES ACT OF 1990;

(iii)

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

(iv)	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

(v)

I HAVE HAD AT LEAST 21 DAYS (OR 45 DAYS, AS REQUIRED BY LAW) FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __, _____ TO CONSIDER IT AND THE CHANGES MADE SINCE THE _______________ __, _____ VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY (OR 45-DAY, AS APPLICABLE) PERIOD;

(vi)	ANY CHANGES TO THE AGREEMENT SINCE DECEMBER 2, 2008 EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.

(vii)

I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED WITHOUT NOTICE OF ANY SUCH REVOCATION HAVING BEEN RECEIVED BY THE COMPANY;

(viii)

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

(ix)	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE: _____________ ____________________________________

Thomas Kingsbury

Exhibit 10.5

JOINDER TO LOAN DOCUMENTS

This Joinder to Loan Documents (this “ Joinder ”) is made as of February 18, 2009 by and among:

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION , a Delaware corporation, as agent (in such capacity, the “ Lead Borrower ”) for itself and the other Borrowers party to the Credit Agreement referred to below;

The BORROWERS party to the Credit Agreement set forth on Schedule I annexed hereto (collectively, with the Lead Borrower, the “ Existing Borrowers ”);

The FACILITY GUARANTORS party to the Credit Agreement set forth on Schedule II annexed hereto (collectively, the “ Facility Guarantors ”);

BURLINGTON COAT FACTORY OF IOWA, LLC , an Iowa limited liability company (the “ New Borrower ”); and

BANK OF AMERICA, N.A. , a national banking association, having a place of business at 100 Federal Street, Boston, Massachusetts 02109, 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) and as collateral agent (in such capacity, the “ Collateral Agent ”), for its own benefit and for the benefit of the other Secured Parties (as defined in the Credit Agreement referred to below) to the Credit Agreement (as defined below);

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

W I T N E S S E T H :

A. Reference is made to a 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, among others (i) Lead Borrower, (ii) the Existing Borrowers, (iii) the Facility Guarantors (together with the Existing Borrowers, the “ Existing L oan Parties ”), (iv) the Lenders named therein (collectively, the “ Lenders ”), (v) Bank of America, N.A., as Administrative Agent, (vi) Bank of America, N.A., as Collateral Agent, (vii) Bear Stearns Corporate Lending Inc., a Delaware corporation, as Syndication Agent, and (viii) Wachovia Bank, National Association, The CIT Group/Business Credit, Inc., General Electric Capital Corporation, and JPMorgan Chase Bank, N.A., as co-Documentation Agents.

B. Pursuant to the terms of Section 5.12 of the Credit Agreement, the Existing Loan Parties (as applicable) are required to cause the New Borrower to become a party to, and bound by the terms of, the Credit Agreement and the other Loan Documents, in the same capacity and to the same extent as the Existing Borrowers thereunder. The undersigned New Borrower is executing this Joinder in accordance with the requirements of the Credit Agreement to become a Borrower thereunder and to induce the Lenders to make additional Revolving Credit Loans and to induce the Issuing Bank to issue additional Letters of Credit.

C. In order for the New Borrower to become party to the Credit Agreement and certain of the other Loan Documents as provided herein, the New Borrower and the Existing Loan Parties are required to execute this Joinder.

NOW, THEREFORE, in consideration of the foregoing premises and as consideration for the Revolving Credit Loans previously made and the Letters of Credit previously issued, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.	Definitions . All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.

2.	Joinder and Assumption of Obligations . Effective as of the date of this Joinder:

a.	New Borrower hereby:

i.	Joins in the execution of, and becomes a party to the Credit Agreement, the Revolving Credit Notes, the Swingline Note, the Security Documents and each of the other Loan Documents to which the Existing Borrowers are a party.

ii.	Assumes and agrees to perform all applicable duties and Obligations of a Loan Party under the Credit Agreement, the Revolving Credit Notes, the Swingline Note, the Security Documents and each of the other Loan Documents to which the Existing Borrowers are a party.

b.	Without in any manner limiting the generality of clause (a) above, New Borrower hereby covenants and agrees that:

New Borrower shall be bound by all covenants (other than covenants which specifically relate solely to an earlier date), agreements, liabilities and acknowledgments of a Borrower under the Credit Agreement, the Revolving Credit Notes, the Swingline Note, the Security Documents and each of the other Loan Documents to which the Existing Borrowers are a party, in each case, with the same force and effect as if New Borrower was a signatory thereto and was expressly named therein;

ii.

To secure the prompt and complete payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings and refinancings thereof, New Borrower hereby grants, mortgages, pledges and hypothecates to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, a Lien upon all of its right, title and interest in, to and under the Collateral.

Representations and Warranties . New Borrower hereby makes all representations, warranties, and covenants set forth in the Credit Agreement the Revolving Credit Notes, the Swingline Note, the Security Documents and each of the other Loan Documents as of the date hereof (other than representations, warranties and covenants that relate solely to an earlier date). To the extent that any changes in any representations, warranties, and covenants require any amendments to the Schedules to the Credit Agreement or any of the other Loan Documents, such Schedules are hereby updated, as evidenced by any supplemental Schedules (if any) annexed to this Joinder.

Ratification of Loan Documents . Except as specifically amended by this Joinder and the other documents executed and delivered in connection herewith, all of the terms and conditions of the Credit Agreement and of the other Loan Documents shall remain in full force and effect as in effect prior to the date hereof, without releasing any Loan Party thereunder or Collateral granted by any Loan Party.

5.	Conditions Precedent to Effectiveness . This Joinder shall not be effective until the following conditions precedent have each been fulfilled to the reasonable satisfaction of the Administrative Agent:

a.	This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent.

All action on the part of the New Borrower and the other Loan Parties necessary for the valid execution, delivery and performance by the New Borrower of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.

c.	New Borrower (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:

i.	Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization.

ii.

A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents.

iii.	Execution and delivery by New Borrower of such other documents, agreements and certificates as the Administrative Agent and the Collateral Agent may reasonably require.

The Agents, upon their reasonable request, shall have received a favorable written legal opinion of the Loan Parties’ counsel addressed to the Agents and the other Lenders, covering such matters relating to New Borrower, the Loan Documents and/or the transactions contemplated thereby as the Agents shall reasonably request.

The Administrative Agent shall have received all documents and instruments, (including an authenticated record authorizing the Agents and their representatives to file such UCC financing statements as the Agents may determine to be appropriate), required by law or requested by the Administrative Agent or the Collateral Agent to create or perfect the first priority Lien (subject only to Permitted Encumbrances having priority by operation of Applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded or other arrangements reasonably satisfactory to the Agents.

f.	The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Agents may reasonably request.

6.	Miscellaneous .

a.	This Joinder may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.

b.	This Joinder expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

Any determination that any provision of this Joinder or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not effect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Joinder.

The Loan Parties shall pay all Credit Party Expenses of the Agents and the Secured Parties, including, without limitation, all such Credit Party Expenses incurred in connection with the preparation, negotiation, execution and delivery of this Joinder in accordance with the terms of the Credit Agreement.

e.	THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the undersigned has caused this Joinder to be duly executed and delivered by its proper and duly authorized officer as of the date first written above.

NEW BORROWER :

BURLINGTON COAT FACTORY OF IOWA, LLC

By:_____/s/ Paul Tang_____________

Name: Paul Tang

Title: Executive Vice President

ADMINISTRATIVE AGENT :

BANK OF AMERICA, N.A.

By:_____/s/ Kathleen Dimock_______

Name: Kathleen Dimock

Title: Managing Director

COLLATERAL AGENT :

BANK OF AMERICA, N.A.

By:_____/s/ Kathleen Dimock _______

Name: Kathleen Dimock

Title: Managing Director

Acknowledged and Agreed :

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION,

as Lead Borrower

By:__/s/ Paul Tang _________________________

Name: Paul Tang

Title: Executive Vice President

THE ENTITIES LISTED ON SCHEDULE I HERETO, as Borrowers

By:_/s/ Paul Tang __________________________

Name: Paul Tang

Title: Executive Vice President

THE ENTITIES LISTED ON SCHEDULE II HERETO, as Facility Guarantors

By:__/s/ Paul Tang _________________________

Name: Paul Tang

Title: Executive Vice President

SCHEDULE I

Borrowers

Burlington Coat Factory Warehouse Corporation (Lead Borrower)

Burlington Coat Factory of Alabama, LLC

Burlington Coat Factory Warehouse of Anchorage, Inc.

Burlington Coat Factory of Arizona, LLC

Burlington Coat Factory of Arkansas, LLC

Baby Depot of California, LLC

Burlington Coat Factory of California, LLC

Burlington Coat Factory Warehouse of San Bernadino, LLC

MJM Designer Shoes of California, LLC

Burlington Coat Factory of Colorado, LLC

Burlington Coat Factory of Connecticut, LLC

Cohoes Fashions of Connecticut, LLC

Burlington Coat Factory of Delaware, LLC

Burlington Coat Factory of Texas, L.P.

C.F.B., Inc.

MJM Designer Shoes of Delaware, LLC

Burlington Coat Factory of Florida, LLC

MJM Designer Shoes of Florida, LLC

Burlington Coat Factory of Georgia, LLC

Burlington Coat Factory Warehouse of Atlanta, Inc.

Burlington Coat Factory of Idaho, LLC

Burlington Coat Factory of Illinois, LLC

Burlington Coat Factory Warehouse of East St. Louis, Inc.

Burlington Coat Factory of Indiana, LLC

Burlington Coat Factory of Iowa, LLC

Burlington Coat Factory of Kansas, LLC

Burlington Coat Factory of Kentucky, Inc.

Burlington Coat Factory of Louisiana, LLC

Burlington Coat Factory of Maine, LLC

Burlington Coat Factory of Maryland, LLC

Burlington Coat Factory of Massachusetts, LLC

Cohoes Fashions of Massachusetts, LLC

Burlington Coat Factory of Michigan, LLC

Burlington Coat Factory Warehouse of Detroit, Inc.

Burlington Coat Factory Warehouse of Redford, Inc.

Burlington Coat Factory Warehouse of Grand Rapids, Inc.

Burlington Coat Factory of Minnesota, LLC

Burlington Coat Factory of Mississippi, LLC

Burlington Coat Factory of Missouri, LLC

Burlington Coat Factory of Nebraska, LLC

Burlington Coat Factory of Nevada, LLC

Burlington Coat Factory of New Hampshire, LLC

Burlington Coat Factory Direct Corporation

Burlington Coat Factory of New Jersey, LLC

Burlington Coat Factory Warehouse of New Jersey, Inc.

Cohoes Fashions of New Jersey, LLC

MJM Designer Shoes of Moorestown, Inc.

MJM Designer Shoes of New Jersey, LLC

Super Baby Depot of Moorestown, Inc.

Burlington Coat Factory of New Mexico, LLC

Burlington Coat Factory of New York, LLC

Georgetown Fashions Inc.

Monroe G. Milstein, Inc.

Cohoes Fashions of New York, LLC

MJM Designer Shoes of New York, LLC

Burlington Coat Factory of North Carolina, LLC

Burlington Coat Factory of North Dakota, LLC

Burlington Coat Factory of Ohio, LLC

Burlington Coat Factory Warehouse of Cleveland, Inc.

Burlington Coat Factory of Oklahoma, LLC

Burlington Coat Factory of Oregon, LLC

Burlington Coat Factory Warehouse of Bristol, LLC

Burlington Coat Factory of Pennsylvania, LLC

Burlington Coat Factory Warehouse of Montgomeryville, Inc.

Burlington Coat Factory Warehouse of Cheltenham, Inc.

Burlington Coat Factory Warehouse of Wilkes-Barre, Inc.

Burlington Coat Factory Warehouse of Langhorne, Inc.

Burlington Factory Warehouse of Reading, Inc.

Burlington Coat Factory Warehouse Inc.

MJM Designer Shoes of Pennsylvania, LLC

Burlington Coat Factory of Rhode Island, LLC

Cohoes Fashions of Cranston, Inc.

Burlington Coat Factory of South Carolina, LLC

Burlington Coat Factory Warehouse of Charleston, Inc.

Burlington Coat Factory Warehouse of Memphis, Inc.

Burlington Coat Factory Warehouse of Shelby, Inc.

Burlington Coat Factory Warehouse of Hickory Commons, Inc.

Burlington Coat Factory Warehouse of Baytown, Inc.

MJM Designer Shoes of Texas, Inc.

Burlington Coat Factory of Utah, LLC

Burlington Coat Factory of Virginia, LLC

Burlington Coat Factory of Pocono Crossing, LLC

Burlington Coat Factory Warehouse of Coliseum, Inc.

Burlington Coat Factory of Washington, LLC

Burlington Coat Factory of West Virginia, LLC

Burlington Coat Factory of Wisconsin, LLC

BCF Cards, Inc.

Burlington Coat Factory of Puerto Rico, LLC

Burlington Coat Factory of Hawaii, LLC

Burlington Coat Factory of Montana, LLC

Burlington Coat Factory of Vermont, LLC

Burlington Coat Factory of South Dakota, LLC

Burlington Coat Factory of Wyoming, LLC

SCHEDULE II

Facility Guarantors

Burlington Coat Factory Holdings, Inc.

Burlington Coat Factory Investments Holdings, Inc.

Burlington Coat Factory Realty of Huntsville, LLC

Burlington Coat Factory Realty of Mesa, Inc.

Burlington Coat Factory Realty of Desert Sky, Inc.

Burlington Coat Factory Realty of Dublin, Inc.

Burlington Coat Factory Realty of Florin, Inc.

Burlington Coat Factory Realty of Ventura, Inc.

Burlington Coat Realty of East Windsor, Inc.

Burlington Coat Factory of Texas, Inc.

Burlington Coat Factory Purchasing, Inc.

C.F.I.C. Corporation

C.L.B., Inc.

Burlington Coat Factory Realty Corp.

Burlington Coat Factory Realty of University Square, Inc.

Burlington Coat Factory Realty of Coral Springs, Inc.

Burlington Coat Factory Realty of West Colonial, Inc.

Burlington Coat Factory Realty of Orlando, Inc.

Burlington Coat Factory Realty of Sarasota, Inc.

K&T Acquisition Corp.

Bee Ridge Plaza, LLC

Burlington Coat Factory Realty of Morrow, Inc.

Burlington Coat Realty of Gurnee, Inc.

Burlington Coat Factory Realty of Bloomingdale, Inc.

Burlington Coat Factory Realty of River Oaks, Inc.

Burlington Coat Factory Realty of Greenwood, Inc.

Burlington Coat Factory Realty of North Attleboro, Inc.

Burlington Coat Factory Realty of Des Peres, Inc.

Burlington Coat Realty of Las Vegas, Inc.

Burlington Coat Factory Realty of Edgewater Park, Inc.

Burlington Coat Factory Realty of Paramus, Inc.

Burlington Coat Factory Realty of Pinebrook, Inc.

Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp.

Burlington Coat Factory Realty of Yonkers, Inc.

LC Acquisition Corp.

Burlington Coat Factory Realty of Tulsa, Inc.

Burlington Coat Factory Realty of West Mifflin, Inc.

Burlington Coat Factory Realty of Langhorne, Inc.

Burlington Coat Factory Realty of Whitehall, Inc.

Burlington Coat Factory Realty of Memphis, Inc.

Burlington Coat Realty of Plano, Inc.

Burlington Coat Realty of Houston, Inc.

Burlington Coat Factory Realty of Westmoreland, Inc.

Burlington Coat Factory Realty of Bellaire, Inc.

Burlington Coat Factory Realty of El Paso, Inc.

Burlington Coat Realty of Potomac, Inc.

Burlington Coat Factory Realty of Fairfax, Inc.

Burlington Coat Factory Realty of Coliseum, Inc.

Burlington Coat Factory Realty of Franklin, Inc.


Delaware		20-4663833
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1830 Route 130 North Burlington, New Jersey		08016
(Address of Principal Executive Offices)		(Zip Code)

Part I - Financial Information:	Page
Item 1. Financial Statements (unaudited):

Condensed Consolidated Balance Sheets as of February 28, 2009 and May 31, 2008	3

Condensed Consolidated Statements of Operations for the nine and three month periods ended February 28, 2009 and March 1, 2008	4

Condensed Consolidated Statements of Cash Flows for the nine month periods ended February 28, 2009 and March 1, 2008	5

Notes to Condensed Consolidated Financial Statements	6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3. Quantitative and Qualitative Disclosures About Market Risk	51

Item 4. Controls and Procedures	52

Part II - Other Information:	53

Item 1. Legal Proceedings	53

Item 1A. Risk Factors	53

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3. Defaults Upon Senior Securities	53

Item 4. Submission of Matters to a Vote of Security Holders	53

Item 5. Other Information	53

Item 6. Exhibits	54

SIGNATURES	55

*****************


	February 28, 2009		May 31, 2008
ASSETS
Current Assets:
Cash and Cash Equivalents	$	27,444	$	40,101
Restricted Cash and Cash Equivalents		2,637		2,692
Investment in Money Market Fund		3,526		--
Accounts Receivable, Net		30,132		27,137
Merchandise Inventories		726,774		719,529
Deferred Tax Assets		52,361		51,376
Prepaid Expenses and Other Current Assets		27,124		24,978
Income Tax Receivable		2,609		3,864
Assets Held for Disposal		782		2,816

Total Current Assets		873,389		872,493

Property and Equipment, Net of Accumulated Depreciation		906,019		919,535
Tradename		247,000		526,300
Favorable Leases, Net of Accumulated Amortization		490,995		534,070
Goodwill		45,613		42,775
Other Assets		89,911		69,319

Total Assets	$	2,652,927	$	2,964,492


LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
Accounts Payable	$	408,554	$	337,040
Income Taxes Payable		206		5,804
Other Current Liabilities		222,287		238,866
Current Maturities of Long Term Debt		10,563		3,653

Total Current Liabilities		641,610		585,363

Long Term Debt		1,326,029		1,480,231
Other Liabilities		169,647		110,776
Deferred Tax Liability		351,494		464,598

Commitments and Contingencies (Note 19)


Stockholders' Equity:

Common Stock		--			--
Capital in Excess of Par Value		463,180			457,371
Accumulated Deficit		(299,033	)		(133,847	)
Total Stockholders' Equity		164,147			323,524
Total Liabilities and Stockholders' Equity	$	2,652,927		$	2,964,492
See Notes to Condensed Consolidated Financial Statements.

BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(All amounts in thousands)

	Nine Months Ended						Three Months Ended

	February 28, 2009			March 1, 2008			February 28, 2009		March 1, 2008

REVENUES:
Net Sales	$	2,730,504		$	2,612,448		$	1,021,079	$	987,113
Other Revenue		22,588			23,966			8,296		8,103
		2,753,092			2,636,414			1,029,375		995,216


COSTS AND EXPENSES:
Cost of Sales (Exclusive of Depreciation and Amortization Shown Below)		1,676,560			1,613,242			634,386		612,304
Selling and Administrative Expenses		837,245			802,792			265,639		273,504
Restructuring and Separation Costs (Note 3)		6,119			--			5,819		--
Depreciation		94,279			94,001			32,567		32,399
Amortization		33,008			32,136			11,242		10,756
Interest Expense		75,699			96,813			21,562		29,903
Impairment Charges - Long-Lived Assets		28,134			7,873			28,134		494
Impairment Charges - Tradename		279,300			--			279,300		--
Other (Income)/Expense, Net		(1,272	)		(10,534	)		1,565		(8,033	)
		3,029,072			2,636,323			1,280,214		951,327

(Loss) Income Before Income Tax (Benefit)/Expen se		(275,980)			91			(250,839)		43,889

Income Tax (Benefit) Expense		(110,794)			533			(99,944)		17,109

Net (Loss) Income	$	(165,186)		$	(442	)	$	(150,895)	$	26,780

	(in thousands )
	February 28, 2009			May 31, 2008
Industrial Revenue Bonds, 6.1% due in semi-annual payments of various amounts from March 1, 2009 to September 1, 2010	$	2,305		$	3,295
Promissory Note, 4.4% due in monthly payments of $8 through December 23, 2011		241			300
Promissory Note, non-interest bearing, due in monthly payments of $17 through January 1, 2012		583			733
Senior Notes, 11.1% due at maturity on April 15, 2014, semi-annual interest payments from April 15, 2009 to April 15, 2014		300, 657			300,207
Senior Discount Notes, 14.5% due at maturity on October 15, 2014, semi-annual interest payments from April 15, 2009 to October 15, 2014		99,309			99,309
$900,000 Senior Secured Term Loan Facility, LIBOR plus 2.3% due in quarterly payments of $2,250 from May 30, 2009 to May 28, 2013		872,807			872,807
$800,000 ABL Senior Secured Revolving Facility, LIBOR plus spread based on average outstanding balance		35,300			181,600
Capital Lease Obligations		25,390			25,633

Total Debt		1,336,592			1,483,884
Less: Current Maturities		(10,563	)		(3,653	)

Long-term debt, net of current maturities	$	1,326,029		$	1,480,231

					(in thousands)
		May 31, 2008	Charges	Capital in Excess of Par Value		Cash Payments		February 28, 2009

Severance-Restructuring (A)	$	--	1,735	--		(1,039)	$	696
Severance-Separation Cost (B)		--	4,384	(2,425)		(24)		1,935

Total	$	--	6,119	(2,425)		(1,063)	$	2,631

	( in thousands )

Tradename as of May 31, 2008	$	526,300

Impairment Charges		(279,300)

Tradename as of February 28, 2009	$	247,000

	( in thousands )

Goodwill as of May 31, 2008	$	42,775

Increase in net deferred tax liabilities (a)		2,838

Goodwill as of February 28, 2009	$	45,613

	(in thousands)
	February 28, 2009		May 31, 2008
Fixed Assets	$	782	$	63
Favorable Leases		--		2,753
	$	782	$	2,816

	(in thousands)
	Fair Value Measurements at February 28, 2009

A ssets:
Level 1
Cash equivalents (including restricted cash)	$	2,755

Level 2
Interest rate cap agreements (a)	$	5,606
Investment in Money Market Fund	$	3,526

	Fair Values of Derivative Instruments
In thousands of dollars	Asset Derivatives
	February 28, 2009				May 31, 2008

Derivatives Not Designated as Hedging Instruments Under FAS 133	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value

Interest Rate Cap Agreements	Other Assets	$	5,606		Other Assets	$	791



In thousands of dollars	Liability Derivatives
	February 28, 2009				May 31, 2008

Derivatives Not Designated as Hedging Instruments Under FAS 133	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value

Interest Rate Cap Agreements	Other Liabiities	$	-		Other Liabiities	$	-




	(Gain)/Loss on Derivatives Instruments
In thousands of dollars
Derivatives Not Designated as Hedging Instruments Under Statement 133	Location of (Gain) or Loss Recognized in Income on Derivatives	Amount of (Gain) or Loss Recognized in Income on Derivatives
		Nine Months Ended				Three Months Ended
		February 28, 2009			March 1, 2008	February 28, 2009		March 1, 2008

Interest Rate Cap Agreements	Interest Expense	$	(1,454	)	$ 176	$	(1,793)	$ 124

Fiscal Year Reserve Established	(in thousands)
Fiscal Year Reserve Established	Balance at May 31, 2008		Provisions		Payments			Balance at February 28, 2009

2005	$	67	$	(4)	$	(63	)	$	--
2008		95		(13)		(72	)		10
2009		--		167		(167	)		--
	$	162	$	150	$	(302	)	$	10

Type of Non-Cash Stock Compensation	Nine Months Ended February 28, 2009		Nine Months Ended March 1, 2008		Three Months Ended February 28, 2009		Three Months Ended March 1, 2008
Stock Compensation – Separation Costs (A)	$	2,425	$	--	$	2,425	$	--
Stock Option Compensation (B)		3,331		1,287		1,268		755
Restricted Stock Compensation (B)		53		--		53		--
Total	$	5,809	$	1,287	$	3,746	$	755

		(in thousands )
	Number of Units	Weighted Average Exercise Price Per Unit
Options Outstanding May 31, 2008	412,000	$	181.25

Options Issued	130,000	$	167.31

Options Forfeited	(28,000)		180.00

Options Cancelled	(12,500)	$	180.00

Options Exercised	--		--

Options Outstanding February 28, 2009	501,500	$	177.68

				(in thousands)
	Number of Units			Weighted Average Grant Date Fair Value

Non-Vested Options Outstanding, May 31, 2008		315,000		$	13,298

Granted		130,000			3,356

Vested		(23,800	)		(972	)

Forfeited		(28,000	)		(1,143	)

Cancellations		(7,500	)		(306	)

Non-Vested Options Outstanding, February 28, 2009		385,700		$	14,233

Option Units Outstanding
	Range of Exercise Prices		Number Outstanding at February 28, 2009	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
Tranche 1	$	90.00-100.00	183,833	8.0	$	95.48
Tranche 2	$	180.00	158,833	8.0	$	180.00
Tranche 3	$	270.00	158,834	8.0	$	270.00
			501,500

	Options		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price

Expected to Vest as of February 28, 2009:

Tranche 1		165,355		8.00	$	95.84
Tranche 2		143,075		8.00		180.00
Tranche 3		143,075		8.00		270.00

Exercisable as of February 28, 2009:

Tranche 1		38,600		6.60	$	90.00
Tranche 2		38,600		6.60		180.00
Tranche 3		38,600		6.60		270.00

	Nine Months Ended February 28, 2009			Nine Months Ended March 1, 2008

Risk-free interest rate		2.61	%		4.11	%
Expected volatility		41.92	%		67	%
Expected life	8.1 years			4.5 years
Contractual life	10 years			10 years
Expected dividend yield		0.0	%		0.0
Fair value of option units granted	$	28.97		$	44.13

		Number of Uni ts
Units Outstanding May 31, 2008		--

Units Issued		7,500

Units Forfeited		--

Units Cancelled		--

Units Exercised		--

Units Outstanding February 28, 2009		7,500

Burlington Coat Factory Investments Holdings, Inc. and Subsidiaries
Condensed Consolidating Balance Sheets
(All amounts in thousands)

	As of February 28, 2009

ASSETS	Holdings			BCFW			Guarantors		Eliminations			Consolidated

Current Assets:
Cash and Cash Equivalents	$	-		$	2,650		$	24,794	$	-		$	27,444
Restricted Cash and Cash Equivalents		-			-			2,637		-			2,637
Investment in Money Market Fund		-			-			3,526					3,526
Accounts Receivable		-			21,980			8,152		-			30,132
Merchandise Inventories		-			826			725,948		-			726,774
Deferred Tax Asset		-			14,401			37,960		-			52,361
Prepaid and Other Current Assets		-			12,862			14,262		-			27,124
Income Tax Receivable		-						2,609		-			2,609
Assets Held for Sale		-			-			782		-			782

Total Current Assets		-			52,719			820,670		-			873,389

Property and Equipment - Net of Accumulated Depreciation		-			53,397			852,622		-			906,019
Tradename		-			247,000			-					247,000
Favorable Leases, Net of Accumulated Amortization		-			-			490,995					490,995
Goodwill		-			45,613			-					45,613
Other Assets		164,147			1,631,500			36,218		(1,741,954	)		89,911

Total Assets	$	164,147		$	2,030,229		$	2,200,505	$	(1,741,954	)	$	2,652,927


LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
Accounts Payable	$	-		$	408,554		$	-	$	-		$	408,554
Income Taxes Payable		-			206					-			206
Other Current Liabilities		-			122,192			100,095		-			222,287
Current Maturities of Long Term Debt		-			8,807			1,756		-			10,563

Total Current Liabilities		-			539,759			101,851		-			641,610

Long Term Debt		-			1,199,957			126,072		-			1,326,029
Other Liabilities		-			18,489			161,158		(10,000	)		169,647
Deferred Tax Liability		-			107,877			243,617		-			351,494

Stockholders' Equity:

Common Stock		-			-			-		-			-
Capital in Excess of Par Value		463,180			463,180			1,152,636		(1,615,816	)		463,180
(Accumulated Deficit)/ Retained Earnings		(299,033	)		(299,033	)		415,171		(116,138	)		(299,033)

Total Stockholders' Equity		164,147			164,147			1,567,807		(1,731,954	)		164,147

Total Liabilities and Stockholders' Equity	$	164,147		$	2,030,229		$	2,200,505	$	(1,741,954	)	$	2,652,927


	As of May 31, 2008
	Holdings			BCFW			Guarantors		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	-		$	4,114		$	35,987	$	-		$	40,101
Restricted Cash and Cash Equivalents		-			-			2,692		-			2,692
Accounts Receivable, Net		-			20,930			6,207		-			27,137
Merchandise Inventories		-			1,354			718,175		-			719,529
Deferred Tax Assets		-			14,222			37,154		-			51,376
Prepaid and Other Current Assets		-			11,581			13,397		-			24,978
Income Tax Receivable		-			935			2,929		-			3,864
Assets Held for Disposal		-			-			2,816		-			2,816

Total Current Assets		-			53,136			819,357		-			872,493

Property and Equipment, Net of Accumulated Depreciation		-			58,906			860,629		-			919,535
Tradename		-			526,300			-		-			526,300
Favorable Leases, Net of Accumulated Amortization		-			-			534,070		-			534,070
Goodwill		-			42,775			-		-			42,775
Other Assets		323,524			1,705,185			21,025		(1,980,415	)		69,319

Total Assets	$	323,524		$	2,386,302		$	2,235,081	$	(1,980,415	)	$	2,964,492

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts Payable	$	-		$	337,040		$	-	$	-		$	337,040
Income Taxes Payable		-			4,256			1,548		-			5,804
Other Current Liabilities		-			128,597			110,269		-			238,866
Current Maturities of Long Term Debt		-			2,057			1,596		-			3,653

Total Current Liabilities		-			471,950			113,413		-			585,363

Long Term Debt		-			1,352,557			127,674		-			1,480,231
Other Liabilities		-			17,550			103,226		(10,000	)		110,776
Deferred Tax Liability		-			220,721			243,877		-			464,598

Stockholders’ Equity:		-			-			-		-			-

Common Stock		-			-			-		-			-
Capital in Excess of Par Value		457,371			457,371			1,352,271		(1,809,642	)		457,371
(Accumulated Deficit)/ Retained Earnings		(133,847	)		(133,847	)		294,620		(160,773	)		(133,847	)

Total Stockholders’ Equity		323,524			323,524			1,646,891		(1,970,415	)		323,524

Total Liabilities and Stockholders’ Equity	$	323,524		$	2,386,302		$	2,235,081	$	(1,980,415	)	$	2,964,492

Burlington Coat Factory Investments Holdings, Inc. and Subsidiaries
Condensed Consolidating Statement of Operations
(All amounts in thousands)

	For the Nine months ended February 28, 2009


		Holdings			BCFW			Guarantors		Eliminations		Consolidated

REVENUES:
Net Sales	$	-		$	2,398		$	2,728,106	$		$	2,730,504
Other Revenue		-			(262)			22,850				22,588

Total Revenue		-			2,136			2,750,956				2,753,092

COSTS AND EXPENSES:
Cost of Sales		-			1,472			1,675,088				1,676,560
Selling and Administrative Expenses		-			110,933			726,312				837,245
Restructuring and Separation Costs					2,426			3,693				6,119
Depreciation		-			20,469			73,810				94,279
Amortization		-			7,374			25,634				33,008
Impairment Charges - Long-Lived Assets		-			-			28,134				28,134
Impairment Charges - Tradename					279,300			-				279,300
Interest Expense		-			63,172			12,527				75,699
Other Income/Expense, net		-			(1,837	)		565				(1,272	)
Loss (Earnings) from Equity Investment	165,186				(120,551	)		-		(44,635)		-
		165,186			362,758			2,545,763		(44,635)		3,029,072

(Loss) Income Before Income Tax (Benefit) Expense		(165,186	)		(360,622	)		205,193		44,635		(275,980	)
Income Tax / (Benefit) Expense		-			(195,436	)		84,642		-		(110,794	)
Net (Loss) Income	$	(165,186	)	$	(165,186	)	$	120,551	$	44,635	$	(165,186	)

Burlington Coat Factory Investments Holdings, Inc. and Subsidiaries
Condensed Consolidating Statement of Operations (All amounts in thousands)

	For the Three Months Ended February 28, 2009


	Holdings			BCFW			Guarantors		Eliminations		Consolidated


REVENUES:
Net Sales	$	-		$	436		$	1,020,643	$	-	$	1,021,079
Other Revenue		-			226			8,070		-		8,296

Total Revenue		-			662			1,028,713		-		1,029,375

COSTS AND EXPENSES:
Cost of Sales		-			283			634,103		-		634,386
Selling and Administrative Expenses		-			38,687			226,952		-		265,639
Restructuring and Separation Costs					2,426			3,393				5,819
Depreciation		-			6,981			25,585		-		32,566
Amortization		-			2,460			8,783		-		11,243
Impairment Charges - Long-Lived Assets		-			-			28,134		-		28,134
Impairment Charges - Tradename					279,300			-				279,300
Interest Expense		-			17,383			4,178		-		21,561
Other Income/Expense, net		-			(1,077	)		2,643		-		1,566
Loss (Earnings) from Equity Investment		150,895			(55,889	)		-		(95,006)		-
		150,895			290,554			933,771		(95,006)		1,280,214

(Loss) Income Before Income Tax (Benefit) Expense		(150,895	)		(289,892	)		94,942		95,006		(250,839	)

Income Tax / (Benefit) Expense		-			(138,997	)		39,053		-		(99,944	)
Net (Loss) Income	$	(150,895	)	$	(150,895	)	$	55,889	$	95,006	$	(150,895	)

BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Nine months ended March 1, 2008


	Holdings			BCFW			Guarantors			Eliminations			Consolidated
	(All amounts in thousands)

REVENUES:
Net Sales	$	-		$	3,039		$	2,609,409		$	-		$	2,612,448
Other Revenue		-			370			23,596			-			23,966
TOTAL REVENUE		-			3,409			2,633,005			-			2,636,414

COSTS AND EXPENSES:
Cost of Sales		-			1,874			1,611,368			-			1,613,242
Selling and Administrative Expenses		-			102,029			700,763			-			802,792
Depreciation		-			18,585			75,416			-			94,001
Amortization		-			7,333			24,803			-			32,136
Impairment Charges - Long-Lived Assets		-			-			7,873			-			7,873
Impairment Charges - Tradename		-			-			-			-			-
Interest Expense		-			85,302			11,511			-			96,813
Other Income/Expense, net		-			(3,595	)		(6,939	)		-			(10,534	)
Equity in (Earnings) Loss of Subsidiaries		442			(125,094	)		-			124,652			-
		442			86,434			2,424,795			124,652			2,636,323

(Loss) Income Before Income Tax (Benefit) Expense		(442	)		(83,025	)		208,210			(124,652	)		91
Income Tax (Benefit) Expense		-			(82,583	)		83,116			-			533
Net (Loss) Income	$	(442	)	$	(442	)	$	125,094		$	(124,652	)	$	(442	)

BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Three Months Ended March 1, 2008

	Holdings			BCFW			Guarantors			Eliminations			Consolidated
	(All amounts in thousands)

REVENUES:
Net Sales	$	-		$	1,173		$	985,940		$	-		$	987,113
Other Revenue		-			(1,622	)		9,725			-			8,103
TOTAL REVENUE		-			(449	)		995,665			-			995,216

COSTS AND EXPENSES:
Cost of Sales		-			725			611,579			-			612,304
Selling and Administrative Expenses		-			36,609			236,895						273,504
Depreciation		-			5,431			26,968			-			32,399
Amortization		-			(921	)		11,677			-			10,756
Impairment Charges - Long-Lived Assets		-			-			494			-			494
Impairment Charges - Tradename		-			-			-			-			-
Interest Expense		-			25,957			3,946			-			29,903
Other Income/Expense, net		-			(2,793	)		(5,240	)		-			(8,033	)
Equity in (Earnings) Loss of Subsidiaries		(26,780	)		(66,053	)		-			92,833			-
		(26,780	)		(1,045	)		886,319			92,833			951,327

Income (Loss) Before Income Tax (Benefit) Expense		26,780			596			109,346			(92,833	)		43,889
Income Tax (Benefit) Expense		-			(26,184	)		43,293			-			17,109
Net Income (Loss)	$	26,780		$	26,780		$	66,053		$	(92,833	)	$	26,780

Burlington Coat Factory Investments Holdings, Inc. and Subsidiaries
Condensed Consolidating Statements of Cash Flows
(All amounts in thousands)

	For the Nine months ended February 28, 2009
	Holdings		BCFW			Guarantors			Eliminations		Consolidated

OPERATING ACTIVITIES
Net Cash (Used In) Provided by Operating Activities	$	-	$	162,417		$	91,334		$	-	$	253,751

INVESTING ACTIVITIES
Cash Paid for Property and Equipment and Other Assets		-		(14,327	)		(89,192	)		-		(103,519	)
Proceeds Received from Sales of Fixed Assets and Leasehold Improvements		-		-			177			-		177
Acquisition of Lease Rights		-		-			(3,938	)		-		(3,938	)
Redesignation of Cash Equivalents to Investments in Money Market Fund		-		-			(56,294	)		-		(56,294	)
Redemption of Investment in Money Market Fund		-		-			48,107			-		48,107
Change in Restricted Cash and Cash Equivalents		-		-			55			-		55
Investing Activity-Other		-		106			-			-		106

Net Cash Used in Investing Activities		-		(14,221	)		(101,085	)		-		(115,306	)

FINANCING ACTIVITIES
Purchase of Interest Rate Cap		-		(3,360	)		-			-		(3,360	)
Proceeds from Long Term Debt - ABL Line of Credit		-		631,751			-			-		631,751
Principal Payments on Long Term Debt		-		-			(1,442	)		-		(1,442	)
Principal Payments on Long Term Debt - ABL Line of Credit		-		(778,051	)		-			-		(778,051	)

Net Cash Provided By (Used In) Financing Activities		-		(149,660	)		(1,442	)		-		(151,102	)

Increase in Cash and Cash Equivalents		-		(1,464	)		(11,193	)		-		(12,657	)
Cash and Cash Equivalents at Beginning of Period		-		4,114			35,987			-		40,101

Cash and Cash Equivalents at End of Period	$	-	$	2,650		$	24,794		$	-	$	27,444

BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



	For the Nine months ended March 1, 2008
	Holdings			BCFW			Guarantors			Elimination			Consolidated
	(All amounts in thousands)

OPERATING ACTIVITIES
Net Cash Provided by Operating Activities	$	-		$	78,575		$	67,214		$	-		$	145,789

INVESTING ACTIVITIES
Cash Paid for Property and Equipment and Other Assets		-			(18,509	)		(46,473	)		-			(64,982	)
Proceeds Received from Sales of Fixed Assets and Leasehold Improvements		-			-			2,159			-			2,159
Acquisition of Lease Rights		-			-			(4,150	)					(4,150	)
Change in Restricted Cash and Cash Equivalents					-			46						46
Other		-			(34	)		-			-			(34	)

Net Cash Used in Investing Activities		-			(18,543	)		(48,418	)		-			(66,961	)

FINANCING ACTIVITIES
Proceeds from Long -Term Debt – ABL Senior Secured Revolvin Facility		-			437,301			-			-			437,301
Principal Payments on Long Term Debt		-			-			(1,327	)		-			(1,327	)
Principal Payments on Long Term Loan		-			(11,443	)		-			-			(11,443	)
Principal Payments on Long Term Debt - ABL Senior Secured Revolving Facility		-			(490,556	)		-			-			(490,556	)
Equity Investment		-			-			-			-			-
Purchase of Interest Rate Cap - Agreement					(424	)								(424	)
Payment of Dividends		(725	)		(725	)		-			725			(725	)
Receipt of Dividends		725			-			-			(725	)		-

Net Cash Used in Financing Activities		-			(65,847	)		(1,327	)		-			(67,174	)

(Decrease) Increase in Cash and Cash Equivalents		-			(5,815	)		17,469			-			11,654
Cash and Cash Equivalents at Beginning of Period		-			20,035			13,843			-			33,878

Cash and Cash Equivalents at End of Period	$	-		$	14,220		$	31,312		$	-		$	45,532

(a)	Represents the difference between the actual base rent and rent expense calculated in accordance with GAAP (on a straight line basis), in accordance with the credit agreement governing the term loan.
(b)	Represents the annual advisory fee of Bain Capital expensed during the fiscal periods, in accordance with the credit agreement governing the term loan.

(d)	As a voluntary non-accelerated filer, we furnished our initial management report on Internal Controls Over Financial Reporting in our Annual Report on Form 10-K for Fiscal 2008. These costs represent professional fees related to this compliance effort that were incurred during the first quarter of Fiscal 2009, as well as fees incurred as part of the ongoing compliance effort for Fiscal 2009, as approved by the administrative agent for the Term Loan.
(e)	Represents the loss on our investment in the Reserve Primary Fund (Fund), related to a decline in the fair value of the underlying securities held by the Fund, as approved by the administrative agent for the Term Loan.
(f)	Represents amortization of lease purchases which are recorded in rent expense within our selling and administrative line items, in accordance with the credit agreement governing the term loan.
(g)	Represents a severance charge resulting from a reduction of approximately 9% of our workforce during the third quarter of Fiscal 2009 (refer to Note 3 to our Condensed Consolidated Financial Statements entitled “Restructuring and Separation Costs” for further discussion), in accordance with the credit agreement governing the term loan.
(h)	Represents the franchise taxes paid which are based on the equity of the Company, as approved by the administrative agent for the Term Loan.
(i)	Represents the change in calculated non-cash reserves based on estimated general liability, workers compensation and health insurance claims, net of cash payments, as approved by the administrative agent for the Term Loan.
(j)	Represents non-cash advertising expense based on the usage of barter advertising credits obtained as part of a non-cash exchange of inventory, as approved by the administrative agent for the Term Loan.
(k)	On December 2, 2008, we entered into an employment agreement with our new President and Chief Executive Officer. In connection with that effort, we recorded executive recruiting costs. Additionally, we entered into a separation agreement with the former President and Chief Executive Officer pursuant to which he would receive continuation payments and other benefits payable as described in his separation agreement. Both of these adjustments were approved by the administrative agent for the Term Loan.

	Percentage of Net Sales
	Nine Months Ended						Three Months Ended
	(unaudited)						(unaudited)
	February 28,			March 1,			February 28,			March 1,
	2009			2008			2009			2008

Net Sales		100.0	%		100	%		100	%		100	%

Other Revenue		0.8			0.9			0.8			0.8

Cost of Sales		61.4			61.8			62.1			62.0

Selling & Administrative Expenses		30.7			30.7			26.0			27.7

Restructuring and Separation Costs		0.2			--			0.6			--

Depreciation		3.5			3.6			3.2			3.3

Amortization		1.2			1.2			1.1			1.1

Impairment Charges - Long-Lived Assets	1.0		0.3		2.8		0.1

Impairment Charges – Tradename	10.2		--		27.4		--

Interest Expense	2.8		3.7		2.1		3.0

Other (Income), Net	(0.1	)	(0.4	)	0.2		(0.8	)



(Loss) Income before Income Taxes	(10.1	)	--		(24.7	)	4.4

Income Tax (Benefit) Expense	(4.1	)	--		(9.8	)	1.7

Net (Loss) Income	(6.0)	%	--	%	(14.9	)%	2.7	%

Floating Rate Debt	Principal Outstanding at February 28, 2009		Additional Interest Expense Q4 2009		Additional Interest Expense Q1 2010		Additional Interest Expense Q2 2010		Additional Interest Expense Q3 2010
ABL Senior Secured Revolving Facility	$	35,300	$	88	$	88	$	88	$	88
Term Loan		872,807		2,177		2,171		2,166		2,160
Total	$	908,107	$	2,265	$	2,259	$	2,254	$	2,248

10.1		Amendment No. 1 to the Burlington Coat Factory Holdings, Inc. Management Incentive plan dated as of December 2, 2008

10.2		Employment Agreement, dated as of December 2, 2008, by and among Burlington Coat Factory Warehouse Corporation, Burlington Coat Factory Holdings, Inc., and Thomas Kingsbury

10.3 10.4 10.5		Separation Agreement, dated as of February 16, 2009, by and among Burlington Coat Factory Holdings, Inc., Burlington Coat Factory Warehouse Corporation, and Mark Nesci. Joinder to Loan Documents, dated as of February 18, 2009, by and among and Bear Stearns Corporate Lending Inc., as Administrative Agent, Burlington Coat Factory Warehouse Corporation, and the Existing Facility Guarantors and the New Facility Guarantor party thereto. Joinder to Loan Documents, dated as of February 18, 2009, by and among Bank of America, N.A., as Administrative Agent, Burlington Coat Factory Warehouse Corporation, and the Existing Borrowers, New Borrower and Facility Guarantors party thereto.

31.1		Certification of Principal Executive Officer pursuant to Rule 13a - 14(a) and Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Rule 13a - 14(a) and Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.