Burlington Stores Inc
For the period ended Feb 3, 2024. Filed Mar 15, 2024.
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FY2024 · Filed Mar 15, 2024
BURL$253.95-1.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents Filed as Part of this Report
(1) Financial Statements. The Consolidated Financial Statements filed as part of this Annual Report are listed on the Index to Consolidated Financial Statements on page 41 of this Annual Report.
(2) Financial Statement Schedules. Schedule I—Condensed Financial Information of Registrant filed as part of this Annual Report is starting on page 71. Schedule II—Valuation and Qualifying Accounts filed as part of this Annual Report is set forth on page 77 of this Annual Report. All other financial statement schedules have been omitted here because they are not applicable, not required, or the information is shown in the Consolidated Financial Statements or notes thereto.
(3) Exhibits Required by Item 601 of Regulation S-K.
The following is a list of exhibits required by Item 601 of Regulation S-K and filed as part of this Annual Report. Exhibits that previously have been filed are incorporated herein by reference. Exhibits filed prior to June 2013 are incorporated herein by reference to filings of Burlington Coat Factory Investments Holdings, Inc. (File No. 333-137916-110).
| Incorporated by Reference | |||
| Exhibit Number | Exhibit Description | Form | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of Burlington Stores, Inc. | Registration Statement on Form S-1/A | September 10, 2013 |
| 3.2 | Amended and Restated Bylaws of Burlington Stores, Inc. | Quarterly Report on Form 10-Q | November 22, 2022 |
| 4.2 | Indenture (including the form of Convertible Note), dated as of April 16, 2020, between Burlington Stores, Inc. and Wilmington Trust, National Association | Current Report on Form 8-K | April 16, 2020 |
| 4.3 | Indenture, dated as of September 12, 2023, between the Company and Wilmington Trust, National Association, as trustee (including form of 1.25% Convertible Senior Notes due 2027) | Current Report on Form 8-K | September 18, 2023 |
| 10.1 | Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, as borrower, the facility guarantors signatory thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, Goldman Sachs Lending Partners LLC, the lenders party thereto, and J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. | Current Report on Form 8-K | February 24, 2011 |
| 10.1.1 | Amendment No. 1, dated May 16, 2012, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the other parties thereto. | Current Report on Form 8-K | May 17, 2012 |
| 10.1.2 | Amendment No. 2, dated February 15, 2013, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the other parties thereto. | Current Report on Form 8-K | February 21, 2013 |
| 10.1.3 | Amendment No. 3, dated May 17, 2013, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent. | Current Report on Form 8-K | May 22, 2013 |
| 10.1.4 | Amendment No. 4, dated August 13, 2014, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent. | Current Report on Form 8-K | August 18, 2014 |
| 10.1.5 | Amendment No. 5, dated July 29, 2016, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent. | Current Report on Form 8-K | July 29, 2016 |
| 10.1.6 | Amendment No. 6 to the Credit Agreement, dated November 17, 2017, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent. | Current Report on Form 8-K | November 21, 2017 |
| 10.1.7 | Amendment No. 7 to the Credit Agreement, dated November 2, 2018, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent. | Current Report on Form 8-K | November 8, 2018 |
| 10.1.8 | Amendment No. 8 to the Credit Agreement, dated February 26, 2020, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent. | Current Report on Form 8-K | March 3, 2020 |
| 10.1.9 | Amendment No. 9, dated as of June 24, 2021, to the Credit Agreement dated as of February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and facility guarantors party thereto. | Current Report on Form 8-K | June 25, 2021 |
| 10.1.10 | Amendment No. 10, dated as of May 11, 2023, to the Credit Agreement dated as of February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and facility guarantors party thereto. | Quarterly Report on Form 10-Q | May 25, 2023 |
| 10.2 | Second Amended and Restated Credit Agreement, dated September 2, 2011, among Burlington Coat Factory Warehouse Corporation, as lead borrower, the borrowers named therein and the facility guarantors party thereto, Bank of America, N.A., as administrative agent and as collateral agent, Wells Fargo Capital Finance, LLC and JPMorgan Chase Bank, N.A., as co-syndication agents, and Suntrust Bank and U.S. Bank, National Association, as co-documentation agents, the lenders named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC, as joint lead arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC, as joint bookrunners. | Current Report on Form 8-K | September 9, 2011 |
| 10.2.1 | First Amendment to Second Amended and Restated Credit Agreement, dated August 13, 2014, by and among | Current Report on Form 8-K | August 18, 2014 |
| Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent. | |||
| 10.2.2 | Second Amendment to Second Amended and Restated Credit Agreement, dated June 29, 2018, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent. | Current Report on Form 8-K | July 2, 2018 |
| 10.2.3 | Consent and Technical Modification Agreement, dated December 3, 2018, by and between Burlington Coat Factory Warehouse Corporation, as lead borrower, and Bank of America, N.A., as administrative agent | Annual Report on Form 10-K | March 20, 2019 |
| 10.2.4 | Consent and Technical Modification Agreement, dated as of April 7, 2020, by and between Burlington Coat Factory Warehouse Corporation and Bank of America, N.A. | Quarterly Report on Form 10-Q | May 29, 2020 |
| 10.2.5 | Third Amendment to Second Amended and Restated Credit Agreement, dated as of December 22, 2021, 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. | Current Report on Form 8-K | December 22, 2021 |
| 10.2.6 | 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. | Current Report on Form 8-K | July 22, 2022 |
| 10.2.7 | Fifth Amendment to Second Amended and Restated Credit Agreement, dated as of June 26, 2023, 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. | Quarterly Report on Form 10-Q | August 24, 2023 |
| 10.3 | Guaranty, dated April 13, 2006, by the facility guarantors party thereto in favor of Bank of America, N.A., as administrative Agent and Bank of America, N.A., as Collateral Agent. | Registration Statement on Form S-4 | October 10, 2006 |
| 10.4 | Security Agreement, dated April 13, 2006, by and among each of the borrowers party thereto, each of the facility guarantors party thereto, and Bank of America, N.A., as collateral agent. | Registration Statement on Form S-4 | October 10, 2006 |
| 10.5 | Intellectual Property Security Agreement, dated April 13, 2006, by and among each of the borrowers party thereto, each of the facility guarantors party thereto, and Bank of America, N.A., as collateral agent. | Registration Statement on Form S-4 | October 10, 2006 |
| 10.6 | Pledge Agreement, dated April 13, 2006, by and between Burlington Coat Factory Holdings, Inc., Burlington Coat Factory Investments Holdings, Inc., Burlington Coat Factory Warehouse Corporation, Burlington Coat Factory Realty Corp., Burlington Coat Factory Purchasing, Inc., K&T Acquisition Corp., Burlington | Registration Statement on Form S-4 | October 10, 2006 |
| Coat Factory of New York, LLC, Burlington Coat Factory Warehouse of Baytown, Inc., Burlington Coat Factory of Texas, Inc., as the pledgors, and Bank of America, N.A., as collateral agent. | |||
| 10.7+ | Amended and Restated Employment Agreement, dated July 28, 2015, by and among Burlington Coat Factory Warehouse Corporation and Jennifer Vecchio. | Quarterly Report on Form 10-Q | August 31, 2015 |
| 10.7.1+ | Amendment, dated May 19, 2017, to the Amended and Restated Employment Agreement, dated July 28, 2015, by and among Burlington Coat Factory Warehouse Corporation and Jennifer Vecchio. | Current Report on Form 8-K | May 22, 2017 |
| 10.7.2+ | Amendment No. 2, dated March 12, 2021, to the Amended and Restated Employment Agreement, dated July 28, 2015, by and among Burlington Coat Factory Warehouse Corporation and Jennifer Vecchio. | Annual Report on Form 10-K | March 15, 2021 |
| 10.8+ | Employment Agreement, dated as of April 23, 2019, by and between Burlington Stores, Inc. and Michael O’Sullivan. | Current Report on Form 8-K | April 23, 2019 |
| 10.9+ | Employment Agreement dated May 24, 2022 by and between Burlington Stores, Inc. and Kristin Wolfe. | Current Report on Form 8-K | May 26, 2022 |
| 10.10+ | Form of Directors and Officers Indemnification Agreement. | Registration Statement on Form S-1/A | September 10, 2013 |
| 10.11+ | Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017. | Current Report on Form 8-K | May 22, 2017 |
| 10.12+ | Burlington Stores, Inc. 2022 Omnibus Incentive Plan | Current Report on Form 8-K | May 24, 2022 |
| 10.13+ | Form of Non-Qualified Stock Option Agreement between Burlington Stores, Inc. and Employees with Employment Agreements or Subject to the Executive Severance Plan pursuant to Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2017 and prior to May 2019). | Current Report on Form 8-K | May 22, 2017 |
| 10.14+ | Form of Non-Qualified Stock Option Agreement between Burlington Stores, Inc. and Employees without Employment Agreements pursuant to Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2017 and prior to May 2019). | Current Report on Form 8-K | May 22, 2017 |
| 10.15+ | Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2019). | Quarterly Report on Form 10-Q | June 3, 2019 |
| 10.16+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2019). | Quarterly Report on Form 10-Q | June 3, 2019 |
| 10.17+ | Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2019). | Quarterly Report on Form 10-Q | June 3, 2019 |
| 10.18+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and Kristin Wolfe pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for Make-Whole RSU Award). | Current Report on Form 8-K | May 26, 2022 |
| 10.19+ | Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and Kristin Wolfe pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for Make-Whole Option Award). | Current Report on Form 8-K | May 26, 2022 |
| 10.20+ | Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan. | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.21+ | Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for grants made to certain merchandising and planning associates). | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.22+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan. | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.23+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for grants made to certain merchandising and planning associates). | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.24+ | Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan. | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.25+ | Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for grants made to certain merchandising and planning associates). | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.26+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for special grants made to certain merchandising and planning associates). | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.27+ | Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for special grants made to certain merchandising and planning associates). | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.28+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for special grants made to all other associates). | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.29+ | Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for special grants made to all other associates). | Quarterly Report on Form 10-Q | August 25, 2022 |
| 10.30+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and | Quarterly Report on Form 10-Q | August 25, 2022 |
| non-employee directors pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan. | |||
| 10.31 | Security Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Grantors party thereto and Wilmington Trust, National Association, in its capacity as collateral agent under the Indenture | Current Report on Form 8-K | April 16, 2020 |
| 10.32 | Intellectual Property Security Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Grantors party thereto and Wilmington Trust, National Association, in its capacity as collateral agent under the Indenture | Current Report on Form 8-K | April 16, 2020 |
| 10.33 | Pledge Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Grantors party thereto and Wilmington Trust, National Association, in its capacity as collateral agent under the Indenture | Current Report on Form 8-K | April 16, 2020 |
| 10.34 | ABL Intercreditor Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Guarantors party thereto, the Bank of America, N.A., in its capacity as administrative agent and collateral agent under the ABL Facility, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the Term Loan Facility, and Wilmington Trust, National Association, in its capacity as collateral agent and trustee under the Indenture | Current Report on Form 8-K | April 16, 2020 |
| 10.35+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for special grants made from and after May 20, 2020). | Quarterly Report on Form 10-Q | August 27, 2020 |
| 10.36+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made to certain merchandising and planning associates from and after May 3, 2021). | Quarterly Report on Form 10-Q | May 27, 2021 |
| 10.37+ | Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made to certain merchandising and planning associates from and after May 3, 2021). | Quarterly Report on Form 10-Q | May 27, 2021 |
| 10.38+ | Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made to certain merchandising and planning associates from and after May 3, 2021). | Quarterly Report on Form 10-Q | May 27, 2021 |
| 10.39+ | Burlington Stores, Inc. Executive Severance Plan (Merchandising & Planning) (Effective March 26, 2021). | Quarterly Report on Form 10-Q | May 27, 2021 |
| 10.40+ | Burlington Stores, Inc. Executive Severance Plan (Amended and Restated Effective March 26, 2021). | Quarterly Report on Form 10-Q | May 27, 2021 |
| 10.41+ | Employment Agreement dated July 12, 2021 by and between Burlington Stores, Inc. and Travis Marquette. | Current Report on Form 8-K | July 15, 2021 |
| 10.42+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and Travis Marquette pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for Make-Whole RSU Award). | Current Report on Form 8-K | July 15, 2021 |
| 10.43+ | Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and Travis Marquette pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for Make-Whole Option Award). | Current Report on Form 8-K | July 15, 2021 |
| 10.45+ | Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after November 9, 2021). | Annual Report on Form 10-K | March 16, 2022 |
| 10.46+ | Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made to certain merchandising and planning associates from and after November 9, 2021). | Annual Report on Form 10-K | March 16, 2022 |
| 10.47+ | Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for special grants made to certain merchandising and planning associates). | Annual Report on Form 10-K | March 16, 2022 |
| 21.1† | List of Subsidiaries of Burlington Stores, Inc. | ||
| 23.1† | Consent of Deloitte & Touche LLP. | ||
| 31.1† | Certification of Principal Executive Officer required by Rule 13a-14(a) or 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 required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 32.1† | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 32.2† | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 97.1† | Burlington Stores, Inc. Policy on Recoupment of Incentive Compensation | ||
| 101.INS† | Inline XBRL Instance Document – the instance document does not appear in Interactive Data File, because its XBRL tags are embedded within the Inline XBRL document. | ||
| 101.SCH† | Inline XBRL Taxonomy Extension Schema Document | ||
| 101.CAL† | Inline Taxonomy Extension Calculation Linkbase Document | ||
| 101.DEF† | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| 101.LAB† | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE† | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104† | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
- Indicates management contract or compensatory plan or arrangement.
† Filed or furnished herewith.
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