Amendment to Credit Agreement- Bank of America as Administrative Agent.



 Exhibit 10.42 
 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 Lead Borrower for itself and the other Borrowers, 
 THE BORROWERS AND FACILITY GUARANTORS party hereto;

 the LENDERS party hereto; 
 BANK OF AMERICA, N.A., a national banking association having a place of business at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and Collateral Agent for itself and the other Secured Parties; 
 BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent; and 
 WACHOVIA BANK, NATIONAL ASSOCIATION, THE CIT GROUP/BUSINESS CREDIT, INC., GENERAL ELECTRIC CAPITAL CORPORATION 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 Lead Borrower and the other Borrowers, 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 Lead Borrower and the other Borrowers, 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. 

  

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	2.	Amendments to Article I. The provisions of Article 1 of the Credit Agreement are hereby amended by deleting the definition of “Interest Period” in its entirety and
substituting the following in its stead: 

 “Interest Period” means, with respect to any LIBO Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one (1), two (2), three (3), or six (6) months, and, if available to all Lenders, seven (7) or fourteen
(14) days or nine (9) or twelve (12) months thereafter as the Lead Borrower may elect by notice to the Administrative Agent in accordance with the provisions of this Agreement; provided, however, that (a) if any
Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, (b) any Interest Period of one month or more that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar
month during which such Interest Period ends) shall end on the last Business Day of the calendar month of such Interest Period, and (c) any Interest Period that would otherwise end after the Termination Date shall end on the Termination Date.
For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
  

	3.	Amendments to Article II. The provisions of Section 2.04(a) of the Credit Agreement are hereby amended by deleting the last sentence thereof in its entirety and
substituting the following in its stead: 

 Subject to the other provisions of this SECTION 2.04 and the provisions of SECTION
2.11, Borrowings of Revolving Credit Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time and no more than two (2) Borrowings of LIBO
Loans having an Interest Period of less than one (1) month may be selected by the Lead Borrower in any thirty (30) day period. 
  

	4.	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 “the Parent” wherever same appears and substituting the
word “Holdings” in their stead in each instance. 

  

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	 	b.	The provisions of Section 5.01(f) are hereby amended by deleting the words “month” and “calendar month” wherever the same appear and substituting the words
“Fiscal Month” in their stead. 

  

	 	c.	The provisions of Section 5.13(c) are hereby deleted in their entirety and the following substituted in their stead: 

 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. 
  

	 	d.	The provisions of Section 5.13 are hereby amended by adding the following new sub-section (d) thereto: 

 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). 
  

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

 (ix) 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 the Parent owned by such shareholder, provided that such payments shall not exceed $3,000,000 in the aggregate 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 the Parent; and 
  

	6.	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 Lead Borrower and the other Borrowers, 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. 

  

	 	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




  

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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 Term Loan 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 Borrowers 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. 

  

	7.	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.


  

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

			
	BURLINGTON COAT FACTORY WAREHOUSE CORPORATION,
	(“LEAD BORROWER”)
		
	By	 	 /s/ Paul C. Tang

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



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

	Name:	 	Paul C. Tang
	Title:	 	Executive Vice President
	
	THE ENTITIES LISTED ON SCHEDULE II HERETO, as Facility Guarantors
		
	By:	 	 /s/ Paul C. Tang

	Name:	 	Paul C. Tang
	Title:	 	Executive Vice President


  

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	 BANK OF AMERICA, N.A., As
 Administrative Agent, as Collateral Agent, and as Issuing Bank

		
	By:	 	 /s/ Kathleen Dimock

	Name:	 	Kathleen Dimock
	Title:	 	Managing Director



			
	
	Address:
	
	40 Broad Street, 10th Floor
	Boston, Massachusetts 02109
	Attn: Kathleen Dimock
	Telephone:	 	(617) 434-3830
	Telecopy:	 	(617) 434-4312
	
	 BANK OF AMERICA, N.A., As
 Swingline
Lender, and as a Lender




			
		
	By:	 	 /s/ Kathleen Dimock

	Name:	 	Kathleen Dimock
	Title:	 	Managing Director



			
	
	Address:
	
	40 Broad Street, 10th Floor
	Boston, Massachusetts 02109
	Attn: Kathleen Dimock
	Telephone:	 	(617) 434-3830
	Telecopy:	 	(617) 434-4312


  

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	BEAR STEARNS CORPORATE LENDING, INC., As Syndication Agent and as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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

		
	By:	 	 /s/ Barry Bergman

	Name:	 	Barry Bergman
	Title:	 	Managing Director
	
	Address:
	
	Attn:
	Telephone:
	Telecopy:


  

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	WACHOVIA BANK, NATIONAL ASSOCIATION, As Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Elizabeth D. Morris

	Name:	 	Elizabeth D. Morris
	Title:	 	Director



			
		
	Address:	 	One South Broad Street
		 	PO 4812
		 	Philadelphia, PA 19107
	Attn:	 	Elizabeth D. Morris
	Telephone:	 	267-321-6696
	Telecopy:	 	267-321-6741


  

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	GENERAL ELECTRIC CAPITAL CORPORATION, As Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Rebecca Ford

	Name:	 	Rebecca Ford
	Title:	 	Duly Authorized Signatory



			
		
	Address:	 	201 Merritt Seven
		 	Norwalk, CT 06856



			
		
	Attn:	 	Daniel Ponzio
	Telephone:	 	(203) 956-4414
	Telecopy:	 	(203) 956-4004


  

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	THE CIT GROUP/BUSINESS CREDIT, INC., As Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Matthew DeFranco

	Name:	 	Matthew DeFranco
	Title:	 	Assistant Vice President



			
		
	Address:	 	11 West 42nd Street
		 	New York, NY 10036



			
		
	Attn:	 	
	Telephone:	 	212-461-7715
	Telecopy:	 	212-461-7762


  

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	 LASALLE BUSINESS CREDIT, LLC,
 As a
Lender

		
	By:	 	 /s/ Roger Malouf

	Name:	 	Roger Malouf
	Title:	 	Assistant Vice President



			
		
	Address:	 	25 Braintree Hill Park, Suite 205
		 	Braintree, MA 02184



			
		
	Attn:	 	
	Telephone:	 	781-353-6105
	Telecopy:	 	781353-6101


  

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	MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC., As a Lender
		
	By:	 	 /s/ Andrew C. Sepe

	Name:	 	Andrew C. Sepe
	Title:	 	Vice President



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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	 GMAC COMMERCIAL FINANCE LLC.,
 As a
Lender

		
	By:	 	  

	Name:	 	
	Title:	 	



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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	UBS.LOAN FINANCE, LLC, As a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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	 CITIZENS BANK OF PENNSYLVANIA,
 As a
Lender

		
	By:	 	 /s/ Don Cmar

	Name:	 	Don Cmar
	Title:	 	Vice President



			
		
	Address:	 	Six PPG Place, Suite 820
		 	Pittsburgh, PA 15222



			
		
	Attn:	 	Don Cmar
	Telephone:	 	412-391-3333
	Telecopy:	 	412-391-2580


  

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	WELLS FARGO RETAIL FINANCE, LLC, As a Lender
		
	By:	 	 /s/ Cory Loftus

	Name:	 	Cory Loftus
	Title:	 	Vice President



			
		
	Address:	 	One Boston Place, 18th Floor
		 	Boston, MA 02108



			
	Attn:	 	
	Telephone:	 	781-254-4065
	Telecopy:	 	


  

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	HSBC BUSINESS CREDIT (USA) INC., As a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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	NATIONAL CITY BUSINESS CREDIT, INC., As a Lender
		
	By:	 	 /s/ Kathryn C. Ellero

	Name:	 	Kathryn C. Ellero
	Title:	 	Vice President



			
		
	Address:	 	1965 East 6th Street, Suite 400
		 	Loc #01-3409
		 	Cleveland, OH 44114



			
	Attn: Kathryn C. Ellero
	Telephone:	 	(216) 222-3261
	Telecopy:	 	(216) 222-9555


  

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	NORTH FORK BUSINESS CAPITAL CORPORATION, As a Lender
		
	By:	 	 /s/ Robert Wallace

	Name:	 	Robert Wallace
	Title:	 	Vice President



			
		
	Address:	 	275 Broadhollow Road
		 	Mellville, NY 11747
	Attn:	 	Robert Wallace
	Telephone:	 	631-531-2791
	Telecopy:	 	631-531-2765


  

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	SIEMENS FINANCIAL SERVICES, INC., As a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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	AMSOUTH BANK, As a Lender
		
	By:	 	 /s/ Bruce Kasper

	Name:	 	Bruce Kasper
	Title:	 	Attorney in Fact



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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	SOVEREIGN BANK, As a Lender
		
	By:	 	 /s/ Judith C.E. Kelly

	Name:	 	Judith C.E. Kelly
	Title:	 	Vice President



			
		
	Address:	 	75 State Street
		 	MA1 SST 04-10
		 	Boston, MA 02109



			
	Attn:	 	
	Telephone:	 	617-757-5658
	Telecopy:	 	617-346-7330


  

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	 PNC BANK, NATIONAL
 ASSOCIATION., As a Lender

		
	By:	 	 /s/ Evan Zwerman

	Name:	 	Evan Zwerman
	Title:	 	Asst. Vice President



			
		
	Address:	 	70 East 55th Street, 14th Floor
		 	New York, NY 10022



			
	Attn:	 	
	Telephone:	 	212-752-6035
	Telecopy:	 	


  

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	UPS CAPITAL CORPORATION, As a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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	CITICORP USA, INC., As a Lender
		
	By:	 	 /s/ Marcus Wunderlich

	Name:	 	Marcus Wunderlich
	Title:	 	Vice President



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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	U.S. BANK, N.A., As a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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	ALLIED IRISH BANKS, P.L.C., As a Lender
		
	By:	 	 /s/ Martin Chin

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

	Name:	 	Eanna Mulkere
	Title:	 	Senior Vice President



			
		
	Address:	 	
	601 South Figueroa Street
	Suite 4650
	Los Angeles, CA 900017
	Attn:	 	Martin Chin
	Telephone:	 	213 593 4765
	Telecopy:	 	213 593 4766


  

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	ISRAEL DISCOUNT BANK OF NEW YORK, As a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



			
		
	Address:	 	
		
	Attn:	 	
	Telephone:	 	
	Telecopy:	 	


  

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