Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On September 24, 2024, Burlington Coat Factory Warehouse Corporation (the "Company"), an indirect wholly-owned subsidiary of Burlington Stores, Inc., entered into Amendment No. 11 (the "Amendment") to the Credit Agreement dated as of February 24, 2011 (as amended by that certain Amendment No. 1 dated as of May 16, 2012, as further amended by that certain Amendment No. 2 dated as of February 15, 2013, as further amended by that certain Amendment No. 3 dated as of May 17, 2013, as further amended by that certain Amendment No. 4 dated as of August 13, 2014, as further amended by that certain Amendment No. 5 dated as of July 29, 2016, as further amended by that certain Amendment No. 6 dated as of November 17, 2017, as further amended by that certain Amendment No. 7 dated as of November 2, 2018, as further amended by that certain Amendment No. 8 dated as of February 26, 2020, and as further amended by that certain Amendment No. 9 dated as of June 24, 2021, and as further amended by that certain Amendment No. 10 dated as of May 11, 2023, the "Term Loan Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and facility guarantors party thereto. JPMorgan Chase Bank, N.A., BofA Securities, Inc., Goldman Sachs Bank USA, and Wells Fargo Securities, LLC, acted as joint lead arrangers and joint bookrunners for the Amendment.

The parties entered into the Amendment in order to, among other things, (i) refinance the outstanding $933 million principal amount of term B-6 loans with term B-7 loans in an aggregate principal amount of $1,250 million, which includes incremental term loans in an aggregate principal amount of $317 million, (ii) extend the maturity date from June 24, 2028 to September 24, 2031, and (iii) reduce the interest rate margins applicable to the Company's term loan facility from 1.00% to 0.75%, in the case of prime rate loans, and from 2.00% to 1.75%, in the case of SOFR loans, with a 0.00% SOFR floor, and removing the SOFR adjustment. The term B-7 loans were issued with an original issue discount of 99.5.

The foregoing description of the Amendment is qualified in its entirety by reference to such document, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.