Item 1.01 Entry into a Material Definitive Agreement.

On July 20, 2022, Burlington Coat Factory Warehouse Corporation (the "Company"), an indirect wholly-owned subsidiary of Burlington Stores, Inc., entered into a Fourth Amendment to Second Amended and Restated Credit Agreement (the "Amendment"), by and among the Company, as lead borrower (the "Lead Borrower"), the other borrowers party thereto (collectively with the Lead Borrower, the "Borrowers"), the facility guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, which Amendment amends that certain Second Amended and Restated Credit Agreement dated as of September 2, 2011 (as previously amended, restated, supplemented, or otherwise modified prior to the date of the Amendment, the "Credit Agreement"), by and among the Company, as lead borrower, the other borrowers party thereto, the facility guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent.

The parties entered into the Amendment in order to, among other things, (i) increase the aggregate principal amount of the commitments from $650 million to $900 million and (ii) remove and replace the LIBOR-based interest rate benchmark provisions with interest rate benchmark provisions based on a term secured overnight financing rate ("SOFR") or a daily SOFR rate (in the case of daily SOFR, available for borrowings up to $100 million, or up to the full amount of the commitments if the term SOFR rate is not available). The Amendment provides that advances under the Credit Agreement will bear interest at a daily SOFR rate, a term SOFR rate or a prime rate, at the option of the Borrowers, plus a margin that ranges from 1.125% to 1.375% in the case of a daily SOFR rate or a term SOFR rate and 0.125% to 0.375% in the case of a prime rate, depending on the average daily availability of the lesser of (a) the total commitments or (b) the borrowing base.

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.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement or a Registrant.

The information contained in Item 1.01 with respect to the Amendment is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
Number                                    Description

10.1           Fourth Amendment to Second Amended and Restated Credit Agreement,
             dated as of July 20, 2022, by and among Burlington Coat Factory
             Warehouse Corporation, as lead borrower, the other borrowers party
             thereto, the facility guarantors party thereto, each lender party
             thereto, and Bank of America, N.A., as administrative agent and
             collateral agent.  1

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)





1   Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
    S-K. The Company undertakes to furnish supplemental copies of any of the
    omitted schedules to the SEC upon request.

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