Amendment to Credit Agreement-Bear Stearns Corp. Lending as Administrative Agent



 Exhibit 10.43 
 FIRST AMENDMENT TO 
 CREDIT AGREEMENT 
 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 1830
Route 130, Burlington, New Jersey 08016, as the Borrower; 
 the FACILITY GUARANTORS party hereto; 
 the LENDERS party hereto; 
 BEAR
STEARNS CORPORATE LENDING INC., having a place of business at 383 Madison Avenue, New York, New York 10179, 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. 

  

 1 









	2.	Amendments to Article V. The provisions of Article V of the Credit Agreement are hereby amended as follows: 

  

	 	a.	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. 

  

	 	b.	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: 

  

	 	a.	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. 

  

 2 









	 	b.	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. 

  

	 	c.	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.


  

	 	d.	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. 

  

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

  

	5.	Miscellaneous. 

  

	 	a.	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. 

  

	 	b.	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.


  

	 	c.	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.


  

 3 








 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/ Paul C. Tang

	Print Name:	 	Paul C. Tang
	Title:	 	Executive Vice President



			
	
	THE ENTITIES LISTED ON SCHEDULE I HERETO, as Facility Guarantors
		
	By:	 	 /s/ Paul C. Tang

	Name:	 	Paul C. Tang
	Title:	 	Executive Vice President


  

 4 









			
	BEAR STEARNS CORPORATE LENDING INC., As Administrative Agent, as Collateral Agent and as a Lender
		
	By:	 	 /s/ Victor Bulzacchelli

	Name:	 	Victor Bulzacchelli
	Title:	 	Vice President



			
		
	Address:	 	
	
	 383 Madison Avenue
 New York, New
York 10179


		
	Attn:	 	Stephen G. O’Keefe
	Telephone:	 	(212) 272-9430
	Telecopy:	 	(212) 272-9184


  

 5 









			
	BANC OF AMERICA SECURITIES LLC, As Syndication Agent
		
	By:	 	 Coleigh McKay

	Name:	 	Coleigh McKay
	Title:	 	Vice President



			
		
	Address:	 	201 N. Tryon Street
		 	NC1-027-14-01
		 	Charlotte, NC 28225


  

 6 









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

	Name:	 	
	Title:	 	



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 7 









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

	Name:	 	
	Title:	 	
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 8 









			
	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 STEARNS 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/ Roy Hykal

	Name:	 	Roy Hykal
	Title:	 	Attorney-in-fact



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 9 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Alcentra Warehouse, Ltd.
		
	By:	 	 /s/ Amy Adler

	Name:	 	Amy Adler
	Title:	 	Associate



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 10 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Pacifica CDO III, Ltd.
		
	By:	 	 /s/ Amy Adler

	Name:	 	Amy Adler
	Title:	 	Associate



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 11 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Pacifica CDO IV, Ltd.
		
	By:	 	 /s/ Amy Adler

	Name:	 	Amy Adler
	Title:	 	Associate



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 12 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Scotiabank Ireland Limited
		
	By:	 	 /s/ Neam Ahmed

	Name:	 	Neam Ahmed
	Title:	 	Authorized Signatory



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 13 









			
	AIB Debt Management Ltd., As a Lender
		
	By:	 	 /s/ Martin Chin

	Name:	 	Martin Chin
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Eanna Mulkere

	Name:	 	Eanna Mulkere
	Title:	 	Assistant Vice President



			
		
	Address:	 	
	
	 601 South Figueroa Street
 Suite
4650
 Los Angeles, CA 90017



		
	Attn:	 	Martin Chin
	Telephone:	 	(213) 593-4765
	Telecopy:	 	(213) 593-4766


  

 14 









			
	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 STEARNS 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/ Dana Dratch

	Name:	 	Dana Dratch
	Title:	 	Authorized Signatory
	
	Address:
	
	505 5th Avenue, 26th Floor
	New York, NY 10017
	
	Attn: Dana Dratch
	Telephone: 212-624-9407
	Telecopy:


  

 15 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	NORTHWOODS CAPITAL IV, LIMITED
	
	By: ANGELO, GORDON & CO., L.P.,
	AS COLLATERAL MANAGER
		
	By:	 	 /s/ Bruce Martin

	Name:	 	Bruce Martin
	Title:	 	Managing Director
	
	Address:
	
	Attn:
	Telephone:
	Telecopy:


  

 16 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	NORTHWOODS CAPITAL V, LIMITED
	By: ANGELO, GORDON & CO., L.P.,
	AS COLLATERAL MANAGER
		
	By:	 	 /s/ Bruce Martin

	Name:	 	Bruce Martin
	Title:	 	Managing Director
	
	Address:
	
	Attn:
	Telephone:
	Telecopy:


  

 17 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	NORTHWOODS CAPITAL VI, LIMITED
	
	By: ANGELO, GORDON & CO., L.P.,
	AS COLLATERAL MANAGER
		
	By:	 	 /s/ Bruce Martin

	Name:	 	Bruce Martin
	Title:	 	Managing Director
	
	Address:
	
	Attn:
	Telephone:
	Telecopy:


  

 18 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	NORTHWOODS CAPITAL VII, LIMITED
	
	By: ANGELO, GORDON & CO., L.P.,
	AS COLLATERAL MANAGER
		
	By:	 	 /s/ Bruce Martin

	Name:	 	Bruce Martin
	Title:	 	Managing Director
	
	Address:
	
	Attn:
	Telephone:
	Telecopy:


  

 19 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Avenue CLO IV, Limited
	
	Avenue CLO V, Limited
		
	By:	 	 /s/ Richard D’Addario

	Name:	 	Richard D’Addario
	Title:	 	Senior Portfolio Manager
	
	Address:
	
	Attn:
	Telephone:
	Telecopy:


  

 20 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	BlueMountain CLO II Ltd
		
	By:	 	 /s/ Kimberly Reina

	Name:	 	Kimberly Reina
	Title:	 	Associate
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 21 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	BlueMountain CLO III Ltd
		
	By:	 	 /s/ Kimberly Reina

	Name:	 	Kimberly Reina
	Title:	 	Associate
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 22 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	DUNES FUNDING LLC
		
	By:	 	 /s/ Kristi Milton

	Name:	 	Kristi Milton
	Title:	 	Assistant Vice President
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 23 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	BALLANTYNE FUNDING LLC
		
	By:	 	 /s/ Kristi Milton

	Name:	 	Kristi Milton
	Title:	 	Assistant Vice President
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 24 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Canyon Capital CLO 2004-1 Ltd.
		
	By:	 	 /s/ Dominique Mielle

	Name:	 	Dominique Mielle
	Title:	 	Authorized Signatory
	
	Address: Canyon Capital Advisors LLC
	9665 Wilshire Blvd., Suite 200
	Beverly Hills, CA 90212
	
	Attn: Ravi Guha
	Telephone:   (310) 247-2700
	Telecopy:     (310) 228-5399
	
	By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager


  

 25 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Canyon Capital CLO 2006-1 Ltd.
		
	By:	 	 /s/ Dominique Mielle

	Name:	 	Dominique Mielle
	Title:	 	Authorized Signatory
	
	Address: Canyon Capital Advisors LLC
	9665 Wilshire Blvd., Suite 200
	Beverly Hills, CA 90212
	
	Attn: Ravi Guha
	Telephone:   (310) 247-2700
	Telecopy:     (310) 228-5399
	
	By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager


  

 26 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Del Mar CLO I, Ltd.
	
	By: Caywood-Scholl Capital Management, LLC as Collateral Manager
		
	By:	 	 /s/ Kirk Maurer

	Name:	 	Kirk Maurer
	Title:	 	Co-Director of Research



			
		
	Address:	 	4350 Executive Drive
		 	Suite 125
		 	San Diego, CA 92121
		
	Attn:	 	Kirk Mauer
	Telephone:	 	(858) 452-3811
	Telecopy:	 	(858) 535-9068


  

 27 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Credit Suisse International
		
	By:	 	 /s/ Martin

	Name:	 	Martin
	Title:	 	
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 28 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	CYPRESSTREE CLAIF FUNDING LLC
		
	By:	 	 /s/ Kristi Milton

	Name:	 	Kristi Milton
	Title:	 	Assistant Vice President
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 29 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Evergreen CBNA Loan Funding LLC
		
	By:	 	 /s/ Roy Hykal

	Name:	 	Roy Hykal
	Title:	 	Attorney-in-fact
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 30 









			
	Hewett’s Island CLO II, Ltd.
	
	By: CypressTree Investment Management Company, Inc., as Portfolio Manager
		
	By:	 	 /s/ Preston I. Carnes

	Name:	 	Preston I. Carnes
	Title:	 	Managing Director


  

 31 









			
	Hewett’s Island CLO III, Ltd.
	
	By: CypressTree Investment Management Company, Inc., as Portfolio Manager
		
	By:	 	 /s/ Robert Weeden

	Name:	 	Robert Weeden
	Title:	 	Managing Director


  

 32 









			
	Hewett’s Island CLO IV, Ltd.
	
	By: CypressTree Investment Management Company, Inc., as Portfolio Manager
		
	By:	 	 /s/ Robert Weeden

	Name:	 	Robert Weeden
	Title:	 	Managing Director


  

 33 









			
	Hewett’s Island CLO V, Ltd.
	
	By: CypressTree Investment Management Company, Inc., as Portfolio Manager
		
	By:	 	 /s/ Robert Weeden

	Name:	 	Robert Weeden
	Title:	 	Managing Director

  

 34 








 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/ Martha Hadeler

	Name:	 	Martha Hadeler
	Title:	 	Managing Director
		
	By:	 	 /s/ Robert Weeden

	Name:	 	Robert Weeden
	Title:	 	Managing Director

  

 35 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Duane Street CLO 1, Ltd.
	
	 By: DiMaio Ahmad Capital LLC, as
 Collateral Manager

		
	By:	 	 /s/ Paul Travers

	Name:	 	Paul Travers
	Title:	 	Managing Director
	
	Address:
	
	Attn:
	Telephone:
	Telecopy:


  

 36 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Duane Street CLO II, Ltd.
	
	 By: DiMaio Ahmad Capital LLC, as
 Collateral Manager

		
	By:	 	 /s/ Paul Travers

	Name:	 	Paul Travers
	Title:	 	Managing Director
	
	Address:
	
	Attn:
	Telephone:
	Telecopy:


  

 37 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Duane Street CLO III, Ltd.
	
	 By: DiMaio Ahmad Capital LLC, as
 Collateral Manager

		
	By:	 	 /s/ Paul Travers

	Name:	 	Paul Travers
	Title:	 	Managing Director
	
	Address:
	
	Attn:
	Telephone:
	Telecopy:


  

 38 









			
	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 STEARNS 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/ Gregory R. Cooper

	Name:	 	Gregory R. Cooper
	Title:	 	Managing Director
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 39 









			
	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 STEARNS 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/ Gregory R. Cooper

	Name:	 	Gregory R. Cooper
	Title:	 	Managing Director
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 40 









			
	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 STEARNS 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/ Gregory R. Cooper

	Name:	 	Gregory R. Cooper
	Title:	 	Managing Director



			
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 41 









			
	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 STEARNS 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/ Gregory R. Cooper

	Name:	 	Gregory R. Cooper
	Title:	 	Managing Director
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 42 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Avery Street CLO, LTD
		
	By:	 	 /s/ Andrea S. Feingold

	Name:	 	Andrea S. Feingold
	Title:	 	Director



			
		
	Address:	 	Feingold O’Keefe Capital, LLC
		 	One International Place
		 	23rd Floor
		 	Boston, MA 02110
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	617-310-6110


  

 43 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Feingold O’Keefe Credit Fund CBNA Loan Funding LLC
		
	By:	 	 /s/ Roy Hykal

	Name:	 	Roy Hykal
	Title:	 	Attorney-in-fact
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 44 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Emerson Place CLO, LTD
		
	By:	 	 /s/ Andrea S. Feingold

	Name:	 	Andrea S. Feingold
	Title:	 	Director



			
		
	Address:	 	Feingold O’Keefe Capital, LLC
		 	One International Place
		 	23rd Floor
		 	Boston, MA 02110
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	617-310-6110


  

 45 









			
	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 STEARNS 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/ Jeffrey Megar

	Name:	 	Jeffrey Megar
	Title:	 	Vice President



			
		
	Address:	 	Fortis Investments
		 	75 State Street, Suite 2700
		 	Boston, MA 02109
		
	Attn:	 	
	Telephone:	 	617-478-7217
	Telecopy:	 	


  

 46 









			
	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 STEARNS 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/ Jeffrey Megar

	Name:	 	Jeffrey Megar
	Title:	 	Vice President



			
		
	Address:	 	Fortis Investments
		 	75 State Street, Suite 2700
		 	Boston, MA 02109
		
	Attn:	 	
	Telephone:	 	617-478-7217
	Telecopy:	 	


  

 47 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	LINVILLE FUNDING LLC
		
	By:	 	 /s/ Kristi Milton

	Name:	 	Kristi Milton
	Title:	 	Assistant Vice President
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 48 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	H/2 Real Estate CDO 2006-1 Ltd.
		
	By:	 	 /s/ Carlos Farjallah

	Name:	 	Carlos Farjallah
	Title:	 	Director



			
		
	Address:	 	South Church Street
		 	PO Box 1093 George Town
		 	Grand Cayman, Cayman Islands
		
	Attn:	 	
	Telephone:	 	(345) 945-7099
	Telecopy:	 	(345) 945-7100


  

 49 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 50 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 51 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Grand Central Asset Trust, HLD Series
		
	By:	 	 /s/ Beata Konopko

	Name:	 	Beata Konopko
	Title:	 	Attorney-In-Fact



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 52 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Grand Central Asset Trust, LMI Series
		
	By:	 	 /s/ Roy Hykal

	Name:	 	Roy Hykal
	Title:	 	Attorney-In-Fact



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 53 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Grand Central Asset Trust, SOH Series
		
	By:	 	 /s/ Beata Konopko

	Name:	 	Beata Konopko
	Title:	 	Attorney-In-Fact



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 54 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Grayson CLO, Ltd.
	
	By: Highland Capital Management, L.P., As Collateral Manager
	
	By: Strand Advisors, Inc.,
	Its General Partner
		
	By:	 	 /s/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 55 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 56 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 57 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Highland Credit Strategies Fund
		
	By:	 	 /s/ M. Jason Blackburn

	Name:	 	M. Jason Blackburn
	Title:	 	Treasurer



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 58 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Highland Floating Rate Advantage Fund
		
	By:	 	 /s/ M. Jason Blackburn

	Name:	 	M. Jason Blackburn
	Title:	 	Treasurer



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 59 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 60 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 61 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 62 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Pioneer Floating Rate Trust
		
	By:	 	 /s/ M. Jason Blackburn

	Name:	 	M. Jason Blackburn
	Title:	 	Treasurer



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 63 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 64 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 65 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 66 









			
	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 STEARNS 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/ Brian Lohrding

	Name:	 	Brian Lohrding
	Title:	 	Treasurer



			
	
	Address:
	
	Attn:
	 Telephone:
	 	
	 Telecopy:
	 	


  

 67 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	KEY BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Carla Laning

	Name:	 	Carla Laning
	Title:	 	Vice President



			
		
	Address:	 	127 Public Square
		 	Cleveland, OH 44114
		
	Attn:	 	Carla Laning
	Telephone:	 	(216) 689-8626
	Telecopy:	 	(216) 689-3953


  

 68 









			
	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 STEARNS 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


  

 69 









			
	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 STEARNS 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


  

 70 









			
	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 STEARNS 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


  

 71 









			
	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 STEARNS 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


  

 72 









			
	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 STEARNS 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


  

 73 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Mountain Capital CLO III Ltd.
		
	By:	 	 /s/ Regina Forman

	Name:	 	Regina Forman
	Title:	 	Director



			
		
	Address:	 	PO Box 10632,
		 	Royal Bank House
		 	Shedden Road, George Town,
		 	Grand Cayman, Cayman Islands
		
	Attn:	 	The Directors
	Telephone:	 	(345) 945-9208
	Telecopy:	 	(345) 945-9210


  

 74 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Mountain Capital CLO IV Ltd.
		
	By:	 	 /s/ Regina Forman

	Name:	 	Regina Forman
	Title:	 	Director



			
		
	Address:	 	PO Box 10632,
		 	Royal Bank House
		 	Shedden Road, George Town,
		 	Grand Cayman, Cayman Islands
		
	Attn:	 	The Directors
	Telephone:	 	(345) 945-9208
	Telecopy:	 	(345) 945-9210


  

 75 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Mountain Capital CLO V Ltd.
		
	By:	 	 /s/ Regina Forman

	Name:	 	Regina Forman
	Title:	 	Director



			
		
	Address:	 	PO Box 10632,
		 	Royal Bank House
		 	Shedden Road, George Town,
		 	Grand Cayman, Cayman Islands
		
	Attn:	 	The Directors
	Telephone:	 	(345) 945-9208
	Telecopy:	 	(345) 945-9210


  

 76 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Morgan Stanley Senior Funding, Inc.
		
	By:	 	 /s/ Darragh Dempsey

	Name:	 	Darragh Dempsey
	Title:	 	Vice President



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 77 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution: NACM CLO I
		
	By:	 	 /s/ Joanna Willars

	Name:	 	Joanna Willars
	Title:	 	Authorized Signatory



			
		
	Address:	 	600 W. Broadway, 29th Floor
		 	San Diego, CA 92101
		
	Attn:	 	Joanna Willars
	Telephone:	 	713-978-6242


  

 78 









			
	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 STEARNS 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/ Seiji Kuramoto

	Name:	 	Seiji Kuramoto
	Title:	 	Senior Manager



			
		
	Address:	 	1-1-12, Uchikanda, Chiyodaku,
		 	Tokyo 101-0047, Japan
		
	Attn:	 	
	Telephone:	 	(813) 5281-1315
	Telecopy:	 	(813) 5281 1262


  

 79 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	WATERVILLE FUNDING LLC
		
	By:	 	 /s/ Kristi Milton

	Name:	 	Kristi Milton
	Title:	 	Assistant Vice President



			
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 80 









			
	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 STEARNS 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/ Arthur Y. D. Ong

	Name:	 	Arthur Y. D. Ong
	Title:	 	Senior Vice President


  

 81 









			
	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 STEARNS 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/ Arthur Y. D. Ong

	Name:	 	Arthur Y. D. Ong
	Title:	 	Senior Vice President


  

 82 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	FINCH FUNDING LLC
		
	By:	 	 /s/ Kristi Milton

	Name:	 	Kristi Milton
	Title:	 	Assistant Vice President
	
	Address:
		
	Attn:	 	
	Telephone:
	Telecopy:


  

 83 









			
	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 STEARNS 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/ Jennifer Wright

	Name:	 	Jennifer Wright
	Title:	 	Vice President



			
		
	Address:	 	700 Alexander Park, Suite 201
		 	Princeton, NJ 08540
		
	Attn:	 	Katherine Page
	Attn:	 	
	Telephone:	 	(213) 891-8264
	Telecopy:	 	(213) 891-8763


  

 84 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	ROSEDALE CLO, LTD.
	
	By: Princeton Advisory Group, Inc., the Collateral Manager acting as attorney-in-fact:
		
	By:	 	 /s/ Jennifer Wright

	Name:	 	Jennifer Wright
	Title:	 	Vice President



			
		
	Address:	 	700 Alexander Park, Suite 201
		 	Princeton, NJ 08540
		
	Attn:	 	Katherine Page
	Attn:	 	
	Telephone:	 	(213) 891-8264
	Telecopy:	 	(213) 891-8763


  

 85 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	CUNA Mutual Insurance Society
	
	By: Shenkman Capital Management, Inc., as Investment Advisor
		
	By:	 	 /s/ Frank X. Whitley

	Name:	 	Frank X. Whitley
	Title:	 	Executive Vice President



			
		
	Address:	 	
		
	Attn:	 	
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 86 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	CUNA Mutual Life Insurance Company
	
	By: Shenkman Capital Management, Inc., as Investment Advisor
		
	By:	 	 /s/ Frank X. Whitley

	Name:	 	Frank X. Whitley
	Title:	 	Executive Vice President



			
		
	Address:	 	
		
	Attn:	 	
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 87 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	CUNA Mutual Life Insurance Company
	
	By: Shenkman Capital Management, Inc., as Investment Advisor
		
	By:	 	 /s/ Frank X. Whitley

	Name:	 	Frank X. Whitley
	Title:	 	Executive Vice President



			
		
	Address:	 	
		
	Attn:	 	
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 88 









			
	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 STEARNS 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:	 	


  

 89 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Westbrook CLO, Ltd.
	
	By: Shenkman Capital Management, Inc., as Investment Advisor
		
	By:	 	 /s/ Frank X. Whitley

	Name:	 	Frank X. Whitley
	Title:	 	Executive Vice President



			
		
	Address:	 	
		
	Attn:	 	
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 90 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Westbrook CLO, Ltd.
	
	By: Shenkman Capital Management, Inc., as Investment Advisor
		
	By:	 	 /s/ Frank X. Whitley

	Name:	 	Frank X. Whitley
	Title:	 	Executive Vice President



			
		
	Address:	 	
		
	Attn:	 	
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

 91 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Stanfield Arbitrage CDO, Ltd.
	
	By: Stanfield Capital Partners LLC as its Collateral Manager
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director


  

 92 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Stanfield AZURE CLO, Ltd.
	
	By: Stanfield Capital Partners, LLC as its Collateral Manager
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director


  

 93 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Stanfield Bristol CLO, Ltd.
	
	By: Stanfield Capital Partners, LLC as its Collateral Manager
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director


  

 94 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Stanfield Carrera CLO, Ltd.
	
	By: Stanfield Capital Partners, LLC as its Collateral Manager
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director


  

 95 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Stanfield Quattro CLO, Ltd.
	
	By: Stanfield Capital Partners, LLC as its Collateral Manager
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director


  

 96 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Stanfield Veyron CLO, Ltd.
	
	By: Stanfield Capital Partners, LLC as its Collateral Manager
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director


  

 97 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Trimaran CLO IV, Ltd
	
	By: Trimaran Advisors, L.L.C.
		
	By:	 	 /s/ David M. Millison

	Name:	 	David M. Millison
	Title:	 	Managing Director



			
		
	Address:	 	622 Third Avenue
		 	New York, NY 10017
		
	Attn:	 	
	Attn:	 	David Millison
	Telephone:	 	(212) 616-3810
	Telecopy:	 	(212) 616-3801


  

 98 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Trimaran CLO V, Ltd
	
	By: Trimaran Advisors, L.L.C.
		
	By:	 	 /s/ David M. Millison

	Name:	 	David M. Millison
	Title:	 	Managing Director



			
		
	Address:	 	622 Third Avenue
		 	New York, NY 10017
		
	Attn:	 	
	Attn:	 	David Millison
	Telephone:	 	(212) 616-3810
	Telecopy:	 	(212) 616-3801


  

 99 









			
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Trimaran CLO VI, Ltd
	
	By: Trimaran Advisors, L.L.C.
		
	By:	 	 /s/ David M. Millison

	Name:	 	David M. Millison
	Title:	 	Managing Director



			
		
	Address:	 	622 Third Avenue
		 	New York, NY 10017
		
	Attn:	 	
	Attn:	 	David Millison
	Telephone:	 	(212) 616-3810
	Telecopy:	 	(212) 616-3801


  

 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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Trimaran CLO VII, Ltd
	
	By: Trimaran Advisors, L.L.C.
		
	By:	 	 /s/ David M. Millison

	Name:	 	David M. Millison
	Title:	 	Managing Director



			
		
	Address:	 	622 Third Avenue
		 	New York, NY 10017
		
	Attn:	 	
	Attn:	 	David Millison
	Telephone:	 	(212) 616-3810
	Telecopy:	 	(212) 616-3801


  

 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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	UBS AG, Stamford Branch
		
	By:	 	 /s/ Douglas Gervolino

	Name:	 	Douglas Gervolino
	Title:	 	Associate Director Banking Products Services, US
		
	By:	 	 /s/ Steven J. Nibur

	Name:	 	Steven J. Nibur
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	ARCHIMEDES FUNDING IV (CAYMAN), LTD.
	
	By: West Gate Horizons Advisors LLC, as Collateral Manager
		
	By:	 	 /s/ Cheryl Wasilewski

	Name:	 	Cheryl Wasilewski
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	ENDURANCE CLO I, LTD.
	
	c/o: West Gate Horizons Advisors LLC, as Collateral Manager
		
	By:	 	 /s/ Cheryl Wasilewski

	Name:	 	Cheryl Wasilewski
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	WG HORIZONS CLO I
	
	 c/o: West Gate Horizons Advisors LLC,
 as
Collateral Manager

		
	By:	 	 /s/ Cheryl Wasilewski

	Name:	 	Cheryl Wasilewski
	Title:	 	Senior Credit Analyst


  

 105 









			
	BANK OF AMERICA N.A., as a Lender
		
	By:	 	 /s/ Coleigh McKay

	Name:	 	Coleigh McKay
	Title:	 	Vice President



			
		
	Address:	 	214 North Tryon Street
		 	NC1-027-14-01
		 	Charlotte, NC 28226
		
	Attn:	 	
	Attn:	 	Coleigh McKay
	Telephone:	 	(704) 388-7617
	Telecopy:	 	(704) 409-0174


  

 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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	WhiteHorse II, Ltd.
	
	By: WhiteHorse Capital Partners, L.P. As Collateral Manager
		
	By:	 	 /s/ Ethan Underwood

	Name:	 	Ethan Underwood
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	WhiteHorse III, Ltd.
	
	By: WhiteHorse Capital Partners, L.P. As Collateral Manager
		
	By:	 	 /s/ Ethan Underwood

	Name:	 	Ethan Underwood
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	WhiteHorse IV, Ltd.
	
	By: WhiteHorse Capital Partners, L.P. As Collateral Manager
		
	By:	 	 /s/ Ethan Underwood

	Name:	 	Ethan Underwood
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	WhiteHorse IV, Ltd.
	
	By: WhiteHorse Capital Partners, L.P. As Collateral Manager
		
	By:	 	 /s/ Ethan Underwood

	Name:	 	Ethan Underwood
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Barclays Bank CLC
		
	By:	 	 /s/ Marc Berg

	Name:	 	Marc Berg
	Title:	 	Director



			
		
	Address:	 	200 Park Ave.
		 	New York, NY 10166
		
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Caine Funding
		
	By:	 	 /s/ Neam Ahmed

	Name:	 	Neam Ahmed
	Title:	 	Authorized Signatory



			
		
	Address:	 	WBO - Loans Operations
		 	The Bank of Nova Scotia
		 	720 King St. West, 3rd Floor
		 	Toronto, Ontario M5V 2T3
		 	TRANSIT #11298
		
	Attn:	 	
	Telephone:	 	(416) 645-6937
	Telecopy:	 	(416) 863-7915


  

 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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Harrison CLO, Ltd.
	
	By: Highland Capital Management, L.P., As Collateral Manager
	
	By: Strand Advisors, Inc.,
	Its General Partner
		
	By:	 	 /s/ Brian Lohrding

	Name:	 	Brian Lohrding
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Knox CDO, Ltd.
	
	By: Highland Capital Management, L.P., As Collateral Manager
	
	By: Strand Advisors, Inc.,
	Its General Partner
		
	By:	 	 /s/ Brian Lohrding

	Name:	 	Brian Lohrding
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	Lehman Commercial Paper Inc.
		
	By:	 	 /s/ Craig Malloy

	Name:	 	Craig Malloy
	Title:	 	Authorized Signatory
		
	Address:	 	745 Seventh Avenue, 5th Floor
		 	New York, New York 10019
		
	Attn:	 	Craig Malloy
	Telephone:	 	(212) 526-7150
	Telecopy:	 	(646) 834-4997


  

 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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	PTRS CBNA Loan Funding LLC
		
	By:	 	 /s/ Roy Hykal

	Name:	 	Roy Hykal
	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 STEARNS CORPORATE LENDING INC., AS ADMINISTRATIVE AGENT
	
	Name of Institution:
	
	SEI Institutional Managed Trust-Enhanced Income Fund
		
	By:	 	 /s/ M. Jason Blackburn

	Name:	 	M. Jason Blackburn
	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 
  

 118 








 Burlington Coat Factory of Minnesota, 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 Peres, 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 Morrow, 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 Westmoreland, 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 Redford, Inc. 
 Burlington Coat Factory Warehouse of San Bernardino, LLC 
 Burlington Coat Factory Warehouse of Shelby, Inc. 
 Burlington Coat Factory
Warehouse of Wilkes-Barre, 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. 
 Monroe G. Milstein, Inc. 
 Super Baby Depot of Moorestown, Inc. 
  

 122