FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.43

FIRST AMENDMENT TO

This First Amendment to Credit Agreement (the “First Amendment”) is made as of the 12th day of December , 2006 by and among

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a corporation organized under the laws of the State of Delaware, having a place of business at 0000 Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000, as the Borrower;

the FACILITY GUARANTORS party hereto;

the LENDERS party hereto;

BEAR XXXXXXX CORPORATE LENDING INC., having a place of business at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”), for its own benefit and the benefit of the other Secured Parties;

BANC OF AMERICA SECURITIES LLC, as Syndication Agent; and

WACHOVIA BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents;

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

WITNESSETH

WHEREAS, the Borrower, the Facility Guarantors, the Administrative Agent, the Collateral Agent, the Lenders, the Syndication Agent, and the Co-Documentation Agents have entered into a Credit Agreement dated as of April 13, 2006 (the “Credit Agreement”); and

WHEREAS, the Borrower, the Facility Guarantors, the Administrative Agent, the Collateral Agent, the Lenders, the Syndication Agent, and the Co-Documentation Agents have agreed to amend certain provisions of the Credit Agreement, on the terms and conditions set forth herein.

NOW THEREFORE, it is hereby agreed 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.	Amendments to Article V. The provisions of Article V of the Credit Agreement are hereby amended as follows:

The provisions of Sections 5.01(a), 5.01(b), 5.01(c), 5.01(d), and 5.01(e) are hereby amended by deleting the words “BCF Holdings” wherever same appears and substituting the word “Parent” in their stead in each instance.

The provisions of Section 5.09 are hereby deleted in their entirety and the following substituted in their stead:

(a) In the event the Real Estate described in Paragraph 12 listed on Schedule 1.1(b) is not sold or transferred in accordance with clause (g)(ii) of the definition of “Permitted Dispositions” on or prior to June 30, 2007, the applicable Loan Party shall deliver to the Collateral Agent a Mortgage in form and substance reasonably satisfactory to the Collateral Agent with respect to such Real Estate.

(b) On or before February 12, 2007, the applicable Loan Party shall deliver to the Collateral Agent a Mortgage in form and substance reasonably satisfactory to the Collateral Agent with respect to the Real Estate described in Paragraphs 9 and 10 listed on Schedule 1.1(b).

3.	Amendments to Article VI. The provisions of Section 6.06(b)(viii) of the Credit Agreement are hereby deleted in their entirety and the following substituted in their stead:

(viii) payments either of (A) cash to shareholders, or (B) principal and interest in respect of notes issued to stockholders, in each case, in connection with the repurchase of shares of Capital Stock of BCF Holdings owned by such shareholder, provided that such payments shall not exceed $3,000,000 in any Fiscal Year, provided that, in the event the entire $3,000,000 is not utilized in any Fiscal Year, one hundred percent (100%) of such unutilized portion may be carried forward to succeeding Fiscal Years of BCF Holdings; and

4.	Conditions to Effectiveness. This First Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of (or waived by) the Administrative Agent:

This First Amendment shall have been duly executed and delivered by the Borrower, the Facility Guarantors, the Agents and the Required Lenders. The Administrative Agent shall have received a fully executed copy hereof and of each other document required hereunder.

All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this First Amendment shall have been duly and effectively taken. The Administrative Agent shall have received from the Loan Parties true copies of their respective certificate of the resolutions authorizing the transactions described herein, each certified by their secretary or other appropriate officer to be true and complete.

The ABL Agreement shall have been amended to reflect amendments similar to those contained herein, as applicable, and such amendment shall be in full force and effect.

The Borrower shall have reimbursed the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection herewith, including, without limitation, reasonable attorneys’ fees.

No Default or Event of Default shall have occurred and be continuing.

5.	Miscellaneous.

Except as provided herein, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Loan Parties each hereby ratify, confirm, and reaffirm all of the representations, warranties (other than representations and warranties which specifically relate to an earlier date) and covenants therein contained.

This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered, each shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page hereto by telecopy or e-mail of a PDF copy shall be effective as delivery of a manually executed counterpart hereof.

This First Amendment expresses the entire understanding of the parties with respect to the matters set forth herein and supersedes all prior discussions or negotiations hereon.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and their seals to be hereto affixed as the date first above written.


BURLINGTON COAT FACTORY WAREHOUSE CORPORATION,
(“BORROWER”)

By		/s/ Xxxx X. Xxxx
Print Name:		Xxxx X. Xxxx
Title:		Executive Vice President



THE ENTITIES LISTED ON SCHEDULE I HERETO, as Facility Guarantors

By:		/s/ Xxxx X. Xxxx
Name:		Xxxx X. Xxxx
Title:		Executive Vice President


BEAR XXXXXXX CORPORATE LENDING INC., As Administrative Agent, as Collateral Agent and as a Lender

By:		/s/ Xxxxxx Xxxxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxxxx
Title:		Vice President



Address:

000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000

Attn:		Xxxxxxx X. X’Xxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


BANC OF AMERICA SECURITIES LLC, As Syndication Agent

By:		Xxxxxxx XxXxx
Name:		Xxxxxxx XxXxx
Title:		Vice President



Address:		000 X. Xxxxx Xxxxxx
		XX0-000-00-00
		Xxxxxxxxx, XX 00000


JPMORGAN CHASE BANK, N.A., As Co-Documentation Agent and as a Lender

By:
Name:
Title:



Address:

Attn:
Telephone:
Telecopy:


WACHOVIA BANK, NATIONAL ASSOCIATION, As Co-Documentation Agent and as a Lender

By:
Name:
Title:

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Hibiscus CBNA Loan Funding LLC, for itself or as agent for Hibiscus CFPI Loan Funding LLC

By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Attorney-in-fact



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Alcentra Warehouse, Ltd.

By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Associate



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Pacifica CDO III, Ltd.

By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Associate



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Pacifica CDO IV, Ltd.

By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Associate



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Scotiabank Ireland Limited

By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Authorized Signatory



Address:

Attn:
Telephone:
Telecopy:


AIB Debt Management Ltd., As a Lender

By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		Senior Vice President

By:		/s/ Eanna Mulkere
Name:		Eanna Mulkere
Title:		Assistant Vice President



Address:

000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000



Attn:		Xxxxxx Xxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

ACAS CLO 2006-1, LTD.,

By: American Capital Asset Management LLC, as Portfolio Manager

By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Authorized Signatory

Address:

000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Attn: Xxxx Xxxxxx
Telephone: 000-000-0000
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

NORTHWOODS CAPITAL IV, LIMITED

By: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

NORTHWOODS CAPITAL V, LIMITED
By: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

NORTHWOODS CAPITAL VI, LIMITED

By: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

NORTHWOODS CAPITAL VII, LIMITED

By: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Avenue CLO IV, Limited

Avenue CLO V, Limited

By:		/s/ Xxxxxxx X’Xxxxxxx
Name:		Xxxxxxx X’Xxxxxxx
Title:		Senior Portfolio Manager

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

BlueMountain CLO II Ltd

By:		/s/ Xxxxxxxx Xxxxx
Name:		Xxxxxxxx Xxxxx
Title:		Associate

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

BlueMountain CLO III Ltd

By:		/s/ Xxxxxxxx Xxxxx
Name:		Xxxxxxxx Xxxxx
Title:		Associate

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

DUNES FUNDING LLC

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Assistant Vice President

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

BALLANTYNE FUNDING LLC

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Assistant Vice President

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER 7, 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Canyon Capital CLO 2004-1 Ltd.

By:		/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxxxxxx Xxxxxx
Title:		Authorized Signatory

Address: Canyon Capital Advisors LLC
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxx Xxxxx, XX 00000

Attn: Xxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER 7, 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Canyon Capital CLO 2006-1 Ltd.

By:		/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxxxxxx Xxxxxx
Title:		Authorized Signatory

Address: Canyon Capital Advisors LLC
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxx Xxxxx, XX 00000

Attn: Xxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Del Mar CLO I, Ltd.

By: Xxxxxxx-Xxxxxx Capital Management, LLC as Collateral Manager

By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Co-Director of Research



Address:		0000 Xxxxxxxxx Xxxxx
		Xxxxx 000
		Xxx Xxxxx, XX 00000

Attn:		Xxxx Xxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Credit Suisse International

By:		/s/ Xxxxxx
Name:		Xxxxxx
Title:

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

CYPRESSTREE CLAIF FUNDING LLC

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Assistant Vice President

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Evergreen CBNA Loan Funding LLC

By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Attorney-in-fact

Address:

Attn:
Telephone:
Telecopy:


Xxxxxx’x Island CLO II, Ltd.

By: CypressTree Investment Management Company, Inc., as Portfolio Manager

By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director


Xxxxxx’x Island CLO III, Ltd.

By: CypressTree Investment Management Company, Inc., as Portfolio Manager

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Managing Director


Xxxxxx’x Island CLO IV, Ltd.

By: CypressTree Investment Management Company, Inc., as Portfolio Manager

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Managing Director


Xxxxxx’x Island CLO V, Ltd.

By: CypressTree Investment Management Company, Inc., as Portfolio Manager

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Managing Director

Investors Bank & Trust Company as Sub-Custodian Agent of CypressTree International Loan Holding Company Limited

INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED


By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Managing Director

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Managing Director


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxx Street CLO 1, Ltd.

By: XxXxxx Xxxxx Capital LLC, as Collateral Manager

By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxx Street CLO II, Ltd.

By: XxXxxx Xxxxx Capital LLC, as Collateral Manager

By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxx Street CLO III, Ltd.

By: XxXxxx Xxxxx Capital LLC, as Collateral Manager

By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO 1, LTD., or an affiliate

By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD., or an affiliate

By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD., or an affiliate

By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CREDIT OPPORTUNITY FUND FINANCING, LTD., or an affiliate

By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxx Street CLO, LTD

By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		Director



Address:		Feingold X’Xxxxx Capital, LLC
		Xxx Xxxxxxxxxxxxx Xxxxx
		00xx Xxxxx
		Xxxxxx, XX 00000

Attn:
Telephone:
Telecopy:		000-000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Feingold X’Xxxxx Credit Fund CBNA Loan Funding LLC

By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Attorney-in-fact

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxxx Place CLO, LTD

By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		Director



Address:		Feingold X’Xxxxx Capital, LLC
		Xxx Xxxxxxxxxxxxx Xxxxx
		00xx Xxxxx
		Xxxxxx, XX 00000

Attn:
Telephone:
Telecopy:		000-000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Nantucket CLO I Ltd

By: Fortis Investment Management USA, Inc., as Attorney-in-Fact

By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Vice President



Address:		Fortis Investments
		00 Xxxxx Xxxxxx, Xxxxx 0000
		Xxxxxx, XX 00000

Attn:
Telephone:		000-000-0000
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Nantucket CLO II Ltd

By: Fortis Investment Management USA, Inc., as Attorney-in-Fact

By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Vice President



Address:		Fortis Investments
		00 Xxxxx Xxxxxx, Xxxxx 0000
		Xxxxxx, XX 00000

Attn:
Telephone:		000-000-0000
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

XXXXXXXX FUNDING LLC

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Assistant Vice President

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

H/2 Real Estate CDO 2006-1 Ltd.

By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Director



Address:		South Church Street
		XX Xxx 0000 Xxxxxx Xxxx
		Xxxxx Xxxxxx, Xxxxxx Xxxxxxx

Attn:
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Eastland CLO, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Gleneagles CLO, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Grand Central Asset Trust, HLD Series

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Attorney-In-Fact



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Grand Central Asset Trust, LMI Series

By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Attorney-In-Fact



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Grand Central Asset Trust, SOH Series

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Attorney-In-Fact



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxxx CLO, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Highland Credit Opportunities CDO Ltd

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Highland Credit Opportunities CDO Ltd

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Highland Credit Strategies Fund

By:		/s/ M. Xxxxx Xxxxxxxxx
Name:		M. Xxxxx Xxxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Highland Floating Rate Advantage Fund

By:		/s/ M. Xxxxx Xxxxxxxxx
Name:		M. Xxxxx Xxxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Highland Loan Funding V Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Highland Offshore Partners, L.P.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Jasper CLO, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Pioneer Floating Rate Trust

By:		/s/ M. Xxxxx Xxxxxxxxx
Name:		M. Xxxxx Xxxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Red River CLO Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Southfork CLO, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Brentwood CLO Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Rockwood CDO Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

KEY BANK NATIONAL ASSOCIATION

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President



Address:		000 Xxxxxx Xxxxxx
		Xxxxxxxxx, XX 00000

Attn:		Xxxxx Xxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

LCM I LIMITED PARTNERSHIP

By:		Lyon Capital Management, LLC, As Collateral Manager

By:		/s/ Farboud Tavangar
Name:		Farboud Tavangar
Title:		Senior Portfolio Manager


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

LCM II LIMITED PARTNERSHIP

By:		Lyon Capital Management, LLC, As Collateral Manager

By:		/s/ Farboud Tavangar
Name:		Farboud Tavangar
Title:		Senior Portfolio Manager


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

LCM III, Ltd.

By:		Lyon Capital Management, LLC,
		As Collateral Manager

By:		/s/ Farboud Tavangar
Name:		Farboud Tavangar
Title:		Senior Portfolio Manager


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

LCM IV, Ltd.

By:		Lyon Capital Management, LLC,
		As Collateral Manager

By:		/s/ Farboud Tavangar
Name:		Farboud Tavangar
Title:		Senior Portfolio Manager


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

LCM V, Ltd.

By:		Lyon Capital Management, LLC,
		As Attorney-in-Fact

By:		/s/ Farboud Tavangar
Name:		Farboud Tavangar
Title:		Senior Portfolio Manager


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Mountain Capital CLO III Ltd.

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Director



Address:		XX Xxx 00000,
		Xxxxx Bank House
		Xxxxxxx Road, Xxxxxx Town,
		Grand Cayman, Cayman Islands

Attn:		The Directors
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Mountain Capital CLO IV Ltd.

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Director



Address:		XX Xxx 00000,
		Xxxxx Bank House
		Xxxxxxx Road, Xxxxxx Town,
		Grand Cayman, Cayman Islands

Attn:		The Directors
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Mountain Capital CLO V Ltd.

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Director



Address:		XX Xxx 00000,
		Xxxxx Bank House
		Xxxxxxx Road, Xxxxxx Town,
		Grand Cayman, Cayman Islands

Attn:		The Directors
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER 7, 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxx Xxxxxxx Senior Funding, Inc.

By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Vice President



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER 7, 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution: NACM CLO I

By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Authorized Signatory



Address:		000 X. Xxxxxxxx, 00xx Xxxxx
		Xxx Xxxxx, XX 00000

Attn:		Xxxxxx Xxxxxxx
Telephone:		000-000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER 7, 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

THE NORINCHUKIN TRUST AND BANKING CO., LTD., acting as Trustee for Trust Account No. 430000-109

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Senior Manager



Address:		0-0-00, Xxxxxxxxx, Xxxxxxxxx,
		Xxxxx 000-0000, Xxxxx

Attn:
Telephone:		(000) 0000-0000
Telecopy:		(000) 0000 0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

WATERVILLE FUNDING LLC

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Assistant Vice President



Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER 1, 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Fairway Loan Funding Company

By: Pacific Investment Management Company LLC, as its Investment Advisor

By:		/s/ Xxxxxx Y. D. Xxx
Name:		Xxxxxx Y. D. Ong
Title:		Senior Vice President


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER 1, 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Global Enhanced Loan Fund S.A.

By: Pacific Investment Management Company LLC, as its Investment Advisor

By:		/s/ Xxxxxx Y. D. Ong
Name:		Xxxxxx Y. D. Xxx
Title:		Senior Vice President


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

XXXXX FUNDING LLC

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Assistant Vice President

Address:

Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

CLO II LTD.

By: Princeton Advisory Group, Inc., the Collateral Manager acting as attorney-in-fact

By:		/s/ Xxxxxxxx Xxxxxx
Name:		Xxxxxxxx Xxxxxx
Title:		Vice President



Address:		000 Xxxxxxxxx Xxxx, Xxxxx 000
		Xxxxxxxxx, XX 00000

Attn:		Xxxxxxxxx Xxxx
Attn:
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

ROSEDALE CLO, LTD.

By: Princeton Advisory Group, Inc., the Collateral Manager acting as attorney-in-fact:

By:		/s/ Xxxxxxxx Xxxxxx
Name:		Xxxxxxxx Xxxxxx
Title:		Vice President



Address:		000 Xxxxxxxxx Xxxx, Xxxxx 000
		Xxxxxxxxx, XX 00000

Attn:		Xxxxxxxxx Xxxx
Attn:
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

CUNA Mutual Insurance Society

By: Xxxxxxxx Capital Management, Inc., as Investment Advisor

By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Executive Vice President



Address:

Attn:
Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

CUNA Mutual Life Insurance Company

By: Xxxxxxxx Capital Management, Inc., as Investment Advisor

By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Executive Vice President



Address:

Attn:
Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

CUNA Mutual Life Insurance Company

By: Xxxxxxxx Capital Management, Inc., as Investment Advisor

By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Executive Vice President



Address:

Attn:
Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

GMAM Group Pension Trust I

By: State Street Bank & Trust Company as Trustee for GMAM Group Pension Trust I

By:		/s/ ???
Name:		???
Title:		Assistant Vice President



Address:

Attn:
Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Xxxxxxxxx CLO, Ltd.

By: Xxxxxxxx Capital Management, Inc., as Investment Advisor

By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Executive Vice President



Address:

Attn:
Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Xxxxxxxxx CLO, Ltd.

By: Xxxxxxxx Capital Management, Inc., as Investment Advisor

By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Executive Vice President



Address:

Attn:
Attn:
Telephone:
Telecopy:


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxxxxx Arbitrage CDO, Ltd.

By: Xxxxxxxxx Capital Partners LLC as its Collateral Manager

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxxxxx AZURE CLO, Ltd.

By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxxxxx Bristol CLO, Ltd.

By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxxxxx Carrera CLO, Ltd.

By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxxxxx Quattro CLO, Ltd.

By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxxxxx Veyron CLO, Ltd.

By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Trimaran CLO IV, Ltd

By: Trimaran Advisors, L.L.C.

By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Managing Director



Address:		000 Xxxxx Xxxxxx
		Xxx Xxxx, XX 00000

Attn:
Attn:		Xxxxx Xxxxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Trimaran CLO V, Ltd

By: Trimaran Advisors, L.L.C.

By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Managing Director



Address:		000 Xxxxx Xxxxxx
		Xxx Xxxx, XX 00000

Attn:
Attn:		Xxxxx Xxxxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Trimaran CLO VI, Ltd

By: Trimaran Advisors, L.L.C.

By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Managing Director



Address:		000 Xxxxx Xxxxxx
		Xxx Xxxx, XX 00000

Attn:
Attn:		Xxxxx Xxxxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

100


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Trimaran CLO VII, Ltd

By: Trimaran Advisors, L.L.C.

By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Managing Director



Address:		000 Xxxxx Xxxxxx
		Xxx Xxxx, XX 00000

Attn:
Attn:		Xxxxx Xxxxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

101


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

UBS AG, Stamford Branch

By:		/s/ Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		Associate Director Banking Products Services, US

By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Associate Director Banking Products Services, US



Address:

Attn:
Attn:
Telephone:
Telecopy:

102


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

ARCHIMEDES FUNDING IV (CAYMAN), LTD.

By: West Gate Horizons Advisors LLC, as Collateral Manager

By:		/s/ Xxxxxx Xxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxx
Title:		Senior Credit Analyst

103


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

ENDURANCE CLO I, LTD.

c/o: West Gate Horizons Advisors LLC, as Collateral Manager

By:		/s/ Xxxxxx Xxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxx
Title:		Senior Credit Analyst

104


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

WG HORIZONS CLO I

c/o: West Gate Horizons Advisors LLC, as Collateral Manager

By:		/s/ Xxxxxx Xxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxx
Title:		Senior Credit Analyst

000


XXXX XX XXXXXXX N.A., as a Lender

By:		/s/ Xxxxxxx XxXxx
Name:		Xxxxxxx XxXxx
Title:		Vice President



Address:		000 Xxxxx Xxxxx Xxxxxx
		XX0-000-00-00
		Xxxxxxxxx, XX 00000

Attn:
Attn:		Xxxxxxx XxXxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

106


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

WhiteHorse II, Ltd.

By: WhiteHorse Capital Partners, L.P. As Collateral Manager

By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Portfolio Manager

107


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

WhiteHorse III, Ltd.

By: WhiteHorse Capital Partners, L.P. As Collateral Manager

By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Portfolio Manager

108


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

WhiteHorse IV, Ltd.

By: WhiteHorse Capital Partners, L.P. As Collateral Manager

By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Portfolio Manager

109


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

WhiteHorse IV, Ltd.

By: WhiteHorse Capital Partners, L.P. As Collateral Manager

By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Portfolio Manager

110


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Barclays Bank CLC

By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Director



Address:		000 Xxxx Xxx.
		Xxx Xxxx, XX 00000

Attn:
Telephone:
Telecopy:

111


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxx Funding

By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Authorized Signatory



Address:		WBO - Loans Operations
		The Bank of Nova Scotia
		000 Xxxx Xx. Xxxx, 0xx Xxxxx
		Xxxxxxx, Xxxxxxx X0X 0X0
		TRANSIT #11298

Attn:
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

112


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxxxx CLO, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:

113


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxx CDO, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc.,
Its General Partner

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Treasurer

Address:

Attn:
Telephone:
Telecopy:

114


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Xxxxxx Commercial Paper Inc.

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Authorized Signatory

Address:		000 Xxxxxxx Xxxxxx, 0xx Xxxxx
		Xxx Xxxx, Xxx Xxxx 00000

Attn:		Xxxxx Xxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

115


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

PTRS CBNA Loan Funding LLC

By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Attorney-in-fact



Address:

Attn:
Telephone:
Telecopy:

116


SIGNATURE PAGE TO FIRST AMENDMENT DATED DECEMBER , 2006 TO THE CREDIT AGREEMENT DATED AS OF APRIL 13, 2006 AMONG BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, THE FACILITY GUARANTORS NAMED THEREIN, THE LENDERS NAMED THEREIN AND BEAR XXXXXXX CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT

Name of Institution:

SEI Institutional Managed Trust-Enhanced Income Fund

By:		/s/ M. Xxxxx Xxxxxxxxx
Name:		M. Xxxxx Xxxxxxxxx
Title:		Treasurer



Address:

Attn:
Telephone:
Telecopy:

117

SCHEDULE I

Guarantors

Burlington Coat Factory Warehouse Corporation (Lead Borrower)

Baby Depot of California, LLC

Bee Ridge Plaza, LLC

Burlington Coat Factory Direct Corporation

Burlington Coat Factory Holdings, Inc.

Burlington Coat Factory Investments Holdings, Inc.

Burlington Coat Factory of Alabama, LLC

Burlington Coat Factory of Arizona, LLC

Burlington Coat Factory of Arkansas, LLC

Burlington Coat Factory of California, LLC

Burlington Coat Factory of Colorado, LLC

Burlington Coat Factory of Connecticut, LLC

Burlington Coat Factory of Delaware, LLC

Burlington Coat Factory of Florida, LLC

Burlington Coat Factory of Georgia, LLC

Burlington Coat Factory of Idaho, LLC

Burlington Coat Factory of Illinois, LLC

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

Burlington Coat Factory of Michigan, LLC

000

Xxxxxxxxxx Xxxx Xxxxxxx xx Xxxxxxxxx, 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 of New Jersey, LLC

Burlington Coat Factory of New Mexico, LLC

Burlington Coat Factory 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 of Oklahoma, LLC

Burlington Coat Factory of Oregon, LLC

Burlington Coat Factory of Pennsylvania, LLC

Burlington Coat Factory of Pocono Crossing, LLC

Burlington Coat Factory of Rhode Island, LLC

Burlington Coat Factory of South Carolina, LLC

Burlington Coat Factory of Texas, Inc.

Burlington Coat Factory of Texas, LP.

Burlington Coat Factory of Utah, LLC

Burlington Coat Factory of Virginia, LLC

Burlington Coat Factory of Washington, LLC

Burlington Coat Factory of West Virginia, LLC

Burlington Coat Factory of Wisconsin, LLC

Burlington Coat Factory Purchasing, Inc.

Burlington Coat Factory Realty Corp.

Burlington Coat Factory Realty of Bellaire, Inc.

119

Burlington Coat Factory Realty of Bloomingdale, Inc.

Burlington Coat Factory Realty of Coliseum, Inc.

Burlington Coat Factory Realty of Coral Springs, Inc.

Burlington Coat Factory Realty of Des Xxxxx, Inc.

Burlington Coat Factory Realty of Desert Sky, Inc.

Burlington Coat Factory Realty of Dublin, Inc.

Burlington Coat Factory Realty of Edgewater Park, Inc.

Burlington Coat Factory Realty of El Paso, Inc.

Burlington Coat Factory Realty of Fairfax, Inc.

Burlington Coat Factory Realty of Florin, Inc.

Burlington Coat Factory Realty of Franklin, Inc.

Burlington Coat Factory Realty of Greenwood, Inc.

Burlington Coat Factory Realty of Huntsville, LLC

Burlington Coat Factory Realty of Langhorne, Inc.

Burlington Coat Factory Realty of Memphis, Inc.

Burlington Coat Factory Realty of Mesa, Inc.

Burlington Coat Factory Realty of Xxxxxx, Inc.

Burlington Coat Factory Realty of North Attleboro, Inc.

Burlington Coat Factory Realty of Orlando, Inc.

Burlington Coat Factory Realty of Paramus, Inc.

Burlington Coat Factory Realty of Pine brook, Inc.

Burlington Coat Factory Realty of River Oaks, Inc.

Burlington Coat Factory Realty of Sarasota, Inc.

Burlington Coat Factory Realty of Tulsa, Inc.

Burlington Coat Factory Realty of University Square, Inc.

Burlington Coat Factory Realty of Ventura, Inc.

Burlington Coat Factory Realty of West Colonial, Inc.

Burlington Coat Factory Realty of West Mifflin, Inc.

Burlington Coat Factory Realty of Xxxxxxxxxxxx, Inc.

120

Burlington Coat Factory Realty of Whitehall, Inc.

Burlington Coat Factory Realty of Yonkers, Inc.

Burlington Coat Factory Warehouse of Anchorage, Inc.

Burlington Coat Factory Warehouse of Atlanta, Inc.

Burlington Coat Factory Warehouse of Baytown, Inc.

Burlington Coat Factory Warehouse of Bristol, LLC

Burlington Coat Factory Warehouse of Charleston, Inc.

Burlington Coat Factory Warehouse of Cheltenham, Inc.

Burlington Coat Factory Warehouse of Cleveland, Inc.

Burlington Coat Factory Warehouse of Coliseum, Inc.

Burlington Coat Factory Warehouse of Detroit, Inc.

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

Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp.

Burlington Coat Factory Warehouse of Grand Rapids, Inc.

Burlington Coat Factory Warehouse of Hickory Commons, Inc.

Burlington Coat Factory Warehouse of Langhorne, Inc.

Burlington Coat Factory Warehouse of Memphis, Inc.

Burlington Coat Factory Warehouse of Montgomeryville, Inc.

Burlington Coat Factory Warehouse of New Jersey, Inc.

Burlington Coat Factory Warehouse of Xxxxxxx, Inc.

Burlington Coat Factory Warehouse of San Bernardino, LLC

Burlington Coat Factory Warehouse of Shelby, Inc.

Burlington Coat Factory Warehouse of Xxxxxx-Xxxxx, Inc.

Burlington Coat Factory Warehouse, Inc.

Burlington Coat Realty of East Windsor, Inc.

Burlington Coat Realty of Gurnee, Inc.

Burlington Coat Realty of Houston, Inc.

Burlington Coat Realty of Las Vegas, Inc.

Burlington Coat Realty of Plano, Inc.

121

Burlington Coat Realty of Potomac, Inc.

Burlington Factory Warehouse of Reading, Inc.

C.F.B., Inc.

C.F.I.C. Corporation

C.L.B., Inc.

Cohoes Fashions of Connecticut, LLC

Cohoes Fashions of Cranston, Inc.

Cohoes Fashions of Massachusetts, LLC Cohoes Fashions of New Jersey, LLC

Cohoes Fashions of New York, LLC Georgetown Fashions Inc.

K&T Acquisition Corp.

LC Acquisition Corp.

MJM Designer Shoes of California, LLC

MJM Designer Shoes of Delaware, LLC

MJM Designer Shoes of Florida, LLC

MJM Designer Shoes of Moorestown, Inc.

MJM Designer Shoes of New Jersey, LLC

MJM Designer Shoes of New York, LLC

MJM Designer Shoes of Pennsylvania, LLC MJM Designer Shoes of Texas, Inc.

Xxxxxx X. Xxxxxxxx, Inc.

Super Baby Depot of Moorestown, Inc.

122

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Table of Contents

FIRST AMENDMENT TO CREDIT AGREEMENT

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