EXHIBIT
10.37





REVOLVING CREDIT
NOTE














REVOLVING
CREDIT NOTE











$60,000,000                       December 12,
2006








FOR VALUE
RECEIVED, the undersigned (each, a “Borrower” and
collectively, the “Borrowers”, together
with all successors and assigns), jointly and severally promise to pay to the
order ofWACHOVIA BANK, NATIONAL ASSOCIATION (hereinafter, together with its
successors in title and assigns, the “Lender”), c/o Bank of
America, N.A., 40 Broad Street, Boston, Massachusetts 02109, the principal sum
of SIXTY MILLION DOLLARS ($60,000,000), or, if less, the aggregate unpaid
principal balance of Revolving Credit Loans made by the Lender to or for the
account of any Borrower pursuant to the Credit Agreement (as hereafter defined),
with interest, fees, reasonable out-of-pocket expenses, and costs at the rate
and payable in the manner stated in the Credit Agreement.  As used
herein, the “Credit
Agreement” means and refers to that certain Credit Agreement dated as of
April 13, 2006 (as such may be amended, modified, supplemented or restated
hereafter) by, among others, (i) Burlington Coat Factory Warehouse Corporation,
a Delaware corporation, as a Borrower and as agent (in such capacity, the “Lead Borrower”) for
itself and the other Borrowers, (ii) the Borrowers named therein, (iii) Bank of
America, N.A. as Administrative Agent (in such capacity, the “Administrative
Agent”) for its own benefit and the benefit of the other Credit Parties,
(iv) Bank of America, N.A. as Collateral Agent for its own benefit and the
benefit of the other Secured Parties, (v) the Lenders named therein, (vi) Bear
Stearns Corporate Lending Inc., as Syndication Agent, and (vii) Wachovia Bank,
National Association, The CIT Group/Business Credit, Inc., General Electric
Capital Corporation, and JPMorgan Chase Bank, N.A., as co-Documentation
Agents.




This is a
“Revolving Credit Note” to which reference is made in the Credit Agreement and
is subject to all terms and provisions thereof.  The principal of, and
interest on, this Revolving Credit Note shall be payable at the times, in the
manner, and in the amounts as provided in the Credit Agreement and shall be
subject to prepayment and acceleration as provided
therein.  Capitalized terms used herein and not defined herein shall
have the meanings assigned to such terms in the Credit Agreement.




The
Administrative Agent’s books and records concerning the Revolving Credit Loans,
the accrual of interest thereon, and the repayment of such Revolving Credit
Loans, shall be prima facie evidence of the indebtedness to the Lender
hereunder, absent manifest error.




No delay
or omission by any Agent or the Lender in exercising or enforcing any of such
Agent’s or Lender’s powers, rights, privileges, remedies, or discretions
hereunder shall operate as a waiver thereof on that occasion nor on any other
occasion.  No waiver of any Event of Default shall operate as a waiver
of any other Event of Default, nor as a continuing waiver.




Each
Borrower waives presentment, demand, notice, and protest, and also waives any
delay on the part of the holder hereof.  Each Borrower assents to any
extension or other indulgence (including, without limitation, the release or
substitution of Collateral) permitted by any Agent and/or the Lender with
respect to this Revolving Credit Note and/or any Security Document or any
extension or other indulgence with respect to any other liability or any
collateral given to secure any other liability of any Borrower or any other
Person obligated on account of this Revolving Credit Note.




This
Revolving Credit Note shall be binding upon each Borrower, and each endorser and
guarantor hereof, and upon their respective successors, assigns, and
representatives, and shall inure to the benefit of the Lender and its
successors, endorsees, and permitted assigns.







The
liabilities of each Borrower, and of any endorser or guarantor of this Revolving
Credit Note, are joint and several, provided, however, the
release by any Agent or the Lender of any one or more such Persons shall not
release any other Person obligated on account of this Revolving Credit
Note.  Each reference in this Revolving Credit Note to each Borrower,
any endorser, and any guarantor, is to such Person individually and also to all
such Persons jointly.  No Person obligated on account of this
Revolving Credit Note may seek contribution from any other Person also obligated
except as expressly permitted by the terms of Section 9.14(d) of the Credit
Agreement.




Each
Borrower agrees that any suit for the enforcement of this Revolving Credit Note
or any other Loan Document may be brought in any New York state or federal court
sitting in New York County as the Administrative Agent may elect in its sole
discretion and each Borrower consents to the non-exclusive jurisdiction of such
courts.  Each Borrower hereby waives any objection which it may now or
hereafter have to the venue of any such suit or any such court or that such suit
is brought in an inconvenient forum. Each Borrower agrees that any action
commenced by any Borrower asserting any claim or counterclaim arising under or
in connection with this Revolving Credit Note or any other Loan Document shall
be brought solely in any New York state or federal court sitting in New York
County as the Administrative Agent may elect in its sole discretion and consents
to the exclusive jurisdiction of such courts with respect to any such
action.  Nothing in this Revolving Credit Note shall affect any right
that any Credit Party may otherwise have to bring any action or proceeding
relating to this Agreement against a Loan Party or its properties in the courts
of any jurisdiction.




THIS
REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.




Each
Borrower makes the following waiver knowingly, voluntarily, and intentionally,
and understands that the Agents and the Lender, in the establishment and
maintenance of their respective relationship with the Borrowers contemplated by
this Revolving Credit Note, are each relying thereon.  EACH BORROWER,
EACH FACILITY GUARANTOR, ENDORSER AND SURETY, AND THE LENDER BY ITS ACCEPTANCE
HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE, ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND,
PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF
NONPAYMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTA­TIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT
AGREE­MENT AND THIS REVOLVING CREDIT NOTE BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS HEREIN.







[SIGNATURE
PAGES FOLLOW]





2





IN
WITNESS WHEREOF, the Borrowers have caused this Revolving Credit Note to be duly
executed as of the date set forth above.










BORROWERS:





BURLINGTON
COAT FACTORY WAREHOUSE CORPORATION, as Lead Borrower





By:           /s/
Paul Tang


Name:     
Paul Tang


Title:        Executive
Vice President











THE
ENTITIES LISTED ON SCHEDULE I HERETO, as Borrowers





By:           /s/
Paul Tang


Name:    
Paul Tang


Title:       Executive
Vice President





3


SCHEDULE
I





Borrowers





Burlington
Coat Factory of Alabama, LLC


Burlington
Coat Factory Warehouse of Anchorage, Inc.


Burlington
Coat Factory of Arizona, LLC


Burlington
Coat Factory of Arkansas, LLC


Baby
Depot of California, LLC


Burlington
Coat Factory of California, LLC


Burlington
Coat Factory Warehouse of San Bernadino, LLC


MJM
Designer Shoes of California, LLC


Burlington
Coat Factory of Colorado, LLC


Burlington
Coat Factory of Connecticut, LLC


Cohoes
Fashions of Connecticut, LLC


Burlington
Coat Factory of Delaware, LLC


Burlington
Coat Factory of Texas, L.P.


C.F.B.,
Inc.


MJM
Designer Shoes of Delaware, LLC


Burlington
Coat Factory of Florida, LLC


MJM
Designer Shoes of Florida, LLC


Burlington
Coat Factory of Georgia, LLC


Burlington
Coat Factory Warehouse of Atlanta, Inc.


Burlington
Coat Factory of Idaho, LLC


Burlington
Coat Factory of Illinois, LLC


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


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


Cohoes
Fashions of Massachusetts, LLC


Burlington
Coat Factory of Michigan, LLC


Burlington
Coat Factory Warehouse of Detroit, Inc.


Burlington
Coat Factory Warehouse of Redford, Inc.


Burlington
Coat Factory Warehouse of Grand Rapids, Inc.


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 Direct Corporation


Burlington
Coat Factory of New Jersey, LLC


Burlington
Coat Factory Warehouse of Flemington, Inc.


Burlington
Coat Factory Warehouse of New Jersey, Inc.


Cohoes
Fashions of New Jersey, LLC


MJM
Designer Shoes of Moorestown, Inc.


MJM
Designer Shoes of New Jersey, LLC


Super
Baby Depot of Moorestown, Inc.


Burlington
Coat Factory of New Mexico, LLC


Burlington
Coat Factory of New York, LLC


Georgetown
Fashions Inc.







Monroe G.
Milstein, Inc.


Cohoes
Fashions of New York, LLC


MJM
Designer Shoes 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 Warehouse of Cleveland, Inc.


Burlington
Coat Factory of Oklahoma, LLC


Burlington
Coat Factory of Oregon, LLC


Burlington
Coat Factory Warehouse of Bristol, LLC


Burlington
Coat Factory of Pennsylvania, LLC


Burlington
Coat Factory Warehouse of Montgomeryville, Inc.


Burlington
Coat Factory Warehouse of Cheltenham, Inc.


Burlington
Coat Factory Warehouse of Wilkes-Barre, Inc.


Burlington
Coat Factory Warehouse of Langhorne, Inc.


Burlington
Factory Warehouse of Reading, Inc.


Burlington
Coat Factory Warehouse Inc.


MJM
Designer Shoes of Pennsylvania, LLC


Burlington
Coat Factory of Rhode Island, LLC


Cohoes
Fashions of Cranston, Inc.


Burlington
Coat Factory of South Carolina, LLC


Burlington
Coat Factory Warehouse of Charleston, Inc.


Burlington
Coat Factory Warehouse of Memphis, Inc.


Burlington
Coat Factory Warehouse of Shelby, Inc.


Burlington
Coat Factory Warehouse of Hickory Commons, Inc.


Burlington
Coat Factory Warehouse of Baytown, Inc.


MJM
Designer Shoes of Texas, Inc.


Burlington
Coat Factory of Utah, LLC


Burlington
Coat Factory of Virginia, LLC


Burlington
Coat Factory of Pocono Crossing, LLC


Burlington
Coat Factory Warehouse of Coliseum, Inc.


Burlington
Coat Factory of Washington, LLC


Burlington
Coat Factory of West Virginia, LLC


Burlington
Coat Factory of Wisconsin, LLC