First Supplemental Indenture

First Supplemental Indenture



Exhibit 4.1
 

 
 

 
This First Supplemental Indenture, dated as of December 9, 2009 (this “First Supplemental Indenture”), is by and among BCF Cards, Inc., a Virginia corporation (“BCF Cards”), Burlington Coat Factory of Hawaii, LLC, a Hawaii limited liability company (“BCF Hawaii”), Burlington Coat Factory of Mississippi, LLC, a Mississippi limited liability company (“BCF Mississippi”), Burlington Coat Factory of Montana, LLC, a Montana limited liability company (“BCF Montana”), Burlington Coat Factory of Puerto Rico, LLC, a Puerto Rico limited liability company (“BCF Puerto Rico”), Burlington Coat Factory of Rhode Island, a Rhode Island limited liability company (“BCF Rhode Island”), Burlington Coat Factory of South Dakota, LLC, a South Dakota limited liability company (“BCF South Dakota”), Burlington Coat Factory of Vermont, LLC, a Vermont limited liability company (“BCF Vermont”), Burlington Coat Factory Warehouse of Edgewater Park, Inc., a New Jersey corporation (“BCFW Edgewater”), and Burlington Coat Factory of Wyoming, LLC, a Wyoming limited liability company (“BCF Wyoming” and, together with BCF Cards, BCF Hawaii, BCF Mississippi, BCF Montana, BCF Puerto Rico, BCF Rhode Island, BCF South Dakota, BCF Vermont and BCFW Edgewater, the “New Guarantors” and each, a “New Guarantor”), Burlington Coat Factory Warehouse Corporation, a Delaware corporation (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below (the “Guarantors”), and Wells Fargo Bank, N.A., Trustee under the Indenture referred to below.  Capitalized terms used and not defined herein shall have the same meanings given in the Indenture unless otherwise indicated.
 
W I T N E S S E T H:
 
WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of April 13, 2006 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 11 ⅛% Senior Notes due 2014 of the Company (the “Notes”);
 
WHEREAS, pursuant to Section 11.9 of the Indenture, each Restricted Subsidiary is required, within ten (10) days of becoming a Restricted Subsidiary, to execute and deliver to the Trustee a supplemental indenture and other agreements making such Subsidiary a party to the Indenture;
 
WHEREAS, pursuant to Section 4.17 of the Indenture, the Company is required to cause each Restricted Subsidiary that guarantees any Indebtedness of the Company or any of the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will Guarantee the Company’s obligations under the Indenture;
 
WHEREAS, each of the New Guarantors is a Restricted Subsidiary of the Company and has guaranteed Indebtedness of the Company;
 
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Company and the Guarantors are authorized to execute and deliver this First Supplemental Indenture to amend the Indenture, without the consent of any Holder; and
 
WHEREAS, by entering into this First Supplemental Indenture, the Company, the Guarantors and the Trustee have consented to amend the Indenture in accordance with the terms and conditions herein.
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
 
Section 1.                      Agreement to be Bound.  Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.  Each New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.
 
Section 2.                      Compliance with and Fulfillment of Condition of Sections 4.17 and 11.9.  The execution and delivery of this First Supplemental Indenture and the Notation of Guarantee by the New Guarantors (along with such documentation relating thereto as the Trustee shall require) fulfills the obligations of the Company under Sections 4.17 and 11.9 of the Indenture.
 
Section 3.                      Ratification of Indenture; Supplemental Indenture Part of Indenture; Trustee’s Disclaimer.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this First Supplemental Indenture.
 
Section 4.                      Governing Law.  This First Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.
 
Section 5.                      No Adverse Interpretation of Other Agreements.  This First Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries (other than the Indenture).  No such indenture, loan or debt agreement may be used to interpret this First Supplemental Indenture or the Indenture.
 
Section 6.                      Successors.  This First Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
 
Section 7.                      Separability.  Each provision of this First Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this First Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
Section 8.                      Counterpart Originals.  The parties may sign multiple counterparts of this First Supplemental  Indenture.  Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.
 
Section 9.                      Headings, etc.  The headings of the Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental  Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
 
* * * * *
 


 
 
 
 

 
 


IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.
 


BCF CARDS, INC., as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

BURLINGTON COAT FACTORY OF HAWAII, LLC, as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

BURLINGTON COAT FACTORY OF MISSISSIPPI, LLC, as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

BURLINGTON COAT FACTORY OF MONTANA, LLC, as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

BURLINGTON COAT FACTORY OF PUERTO RICO, LLC, as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President



BURLINGTON COAT FACTORY OF RHODE ISLAND, LLC, as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

BURLINGTON COAT FACTORY OF SOUTH DAKOTA, LLC, as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

BURLINGTON COAT FACTORY OF VERMONT, LLC, as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

BURLINGTON COAT FACTORY WAREHOUSE OF EDGEWATER PARK, INC. as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

BURLINGTON COAT FACTORY OF WYOMING, LLC, as a Guarantor


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President



 
EACH OF THE SUBSIDIARIES LISTED ON ANNEX A HERETO, as Guarantors


By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
 
By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President


BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, as a Guarantor
 
By: /s/                      Paul Tang
Name:  Paul Tang
Title:  Executive Vice President

 
WELLS FARGO BANK, N.A., as Trustee
 
By:  /s/ Raymond Delli Colli
 
Name:  Raymond Delli Colli
 
Title:  Vice President
 


 
 
 
 

 
 




ANNEX A

Guarantors
Jurisdiction of Organization
Burlington Coat Factory of Alabama, LLC
Burlington Coat Factory Realty of Huntsville, LLC
Burlington Coat Factory Warehouse of Anchorage, Inc.
Burlington Coat Factory of Arizona, LLC
Burlington Coat Factory Realty of Mesa, Inc.
Burlington Coat Factory Realty of Desert Sky, Inc.
Burlington Coat Factory of Arkansas, LLC
Burlington Coat Factory of California, LLC
Burlington Coat Factory Warehouse of San Bernardino, LLC
Baby Depot of California, LLC
MJM Designer Shoes of California, LLC
Burlington Coat Factory Realty of Dublin, Inc.
Burlington Coat Factory Realty of Florin, Inc.
Burlington Coat Factory Realty of Ventura, Inc.
Burlington Coat Factory of Colorado, LLC
Burlington Coat Factory of Connecticut, LLC
Cohoes Fashions of Connecticut, LLC
Burlington Coat Realty of East Windsor, Inc.
Burlington Coat Factory Warehouse Corporation
Burlington Coat Factory Realty Corp.
Burlington Coat Factory of Delaware, LLC
MJM Designer Shoes of Delaware, LLC
C.F.I.C. Corporation
Burlington Coat Factory of Texas, L.P.
Burlington Coat Factory of Texas, Inc.
Burlington Coat Factory Purchasing, Inc.
Delaware
Burlington Coat Factory of Florida, LLC
MJM Designer Shoes of Florida, LLC
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
Florida
Burlington Coat Factory of Georgia, LLC
Burlington Coat Factory Warehouse of Atlanta, Inc.
Burlington Coat Factory Realty of Morrow, Inc.
Burlington Coat Factory of Iowa, LLC
Burlington Coat Factory of Idaho, LLC
Burlington Coat Factory of Illinois, LLC
Burlington Coat Factory Warehouse of East St. Louis, 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 of Indiana, LLC
Burlington Coat Factory Realty of Greenwood, Inc.
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 Realty of North Attleboro, Inc.
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 Missouri, LLC
Burlington Coat Factory Realty of Des Peres, Inc.
Burlington Coat Factory of Nebraska, LLC
Burlington Coat Factory of Nevada, LLC
Burlington Coat Realty of Las Vegas, Inc.
Burlington Coat Factory of New Hampshire, LLC
Burlington Coat Factory of New Jersey, LLC
MJM Designer Shoes of New Jersey, LLC
Cohoes Fashions of New Jersey, LLC
Burlington Coat Factory Direct Corporation
M J M Designer Shoes of Moorestown, Inc.
Super Baby Depot of Moorestown, Inc.
Burlington Coat Factory Realty of Edgewater Park, Inc.
New Jersey
Burlington Coat Factory Realty of Paramus, Inc.
New Jersey
Burlington Coat Factory Realty of Pinebrook, Inc.
New Jersey
Burlington Coat Factory Warehouse of Edgewater Park Urban
Renewal Corp.
New Jersey
Burlington Coat Factory Warehouse of New Jersey, Inc.
New Jersey
Burlington Coat Factory of New Mexico, LLC
Burlington Coat Factory of New York, LLC
MJM Designer Shoes of New York, LLC
Cohoes Fashions of New York, LLC
Georgetown Fashions Inc.
Monroe G. Milstein, Inc.
LC Acquisition, Inc.
New York
Burlington Coat Factory Realty of Yonkers, Inc.
New York
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 Realty of Tulsa, Inc.
Burlington Coat Factory of Oregon, LLC
Burlington Coat Factory of Pennsylvania, LLC
MJM Designer Shoes of Pennsylvania, LLC
Burlington Coat Factory Warehouse of Bristol, LLC
Burlington Coat Factory Warehouse of Montgomeryville, Inc.
Burlington Coat Factory Warehouse of Cheltenham, Inc.
Burlington Coat Factory Warehouse of Langhorne, Inc.
Burlington Coat Factory Realty of West Mifflin, Inc.
Burlington Coat Factory Realty of Langhorne, Inc.
Burlington Coat Factory Realty of Whitehall, Inc
Pennsylvania
Burlington Factory Warehouse of Reading, Inc.
Pennsylvania
Burlington Coat Factory Warehouse Inc.
Pennsylvania
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 Realty of Memphis, Inc
Burlington Coat Factory Warehouse of Baytown, Inc.
M J M Designer Shoes of Texas, 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 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 Realty of Potomac, Inc.
Burlington Coat Factory Realty of Fairfax, Inc.
Burlington Coat Factory Realty of Coliseum, Inc.
Burlington Coat Factory of Washington, LLC
Burlington Coat Factory Realty of Franklin, Inc.
Burlington Coat Factory of West Virginia, LLC
Burlington Coat Factory of Wisconsin, LLC