EXHIBIT 10.16














REVOLVING CREDIT NOTE











$25,000,000.00 January 15, 2010








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 of U.S. BANK, NATIONAL ASSOCIATION (hereinafter, together with its successors in title and permitted assigns, the “Lender”), c/o Bank of America, N.A., 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal sum of TWENTY FIVE MILLION DOLLARS ($25,000,000.00), 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 hereafter defined).  As used herein, the “Credit Agreement” means and refers to that certain Amended and Restated Credit Agreement dated as of January 15, 2010 (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) the Facility Guarantors named therein, (iv) 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, (v) Bank of America, N.A. as Collateral Agent for its own benefit and the benefit of the other Secured Parties, (vi) the Lenders named therein, (vii) Wells Fargo Retail Finance, LLC and Regions Bank, as Co-Syndication Agents, and (viii) J.P. Morgan Securities Inc. and UBS Securities LLC, 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]











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/ Robert LaPenta


Name:  Robert LaPenta


Title:           Vice President and Treasurer











THE ENTITIES LISTED ON SCHEDULE I HERETO, as Borrowers








By:           /s/ Robert LaPenta


Name:  Robert LaPenta


Title:           Vice President and Treasurer








SCHEDULE 1





Borrowers





Burlington Coat Factory Warehouse Corporation (Lead Borrower)


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 of San Bernardino, 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.


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 Kansas, LLC


Burlington Coat Factory of Kentucky, LLC


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 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 Warehouse of Edgewater Park, Inc.


Burlington Coat Factory of New Jersey, LLC


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 Langhorne, Inc.


Burlington Coat Warehouse of Reading, Inc.


Burlington Coat Factory Warehouse Inc.


MJM Designer Shoes of Pennsylvania, 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 Bayton, 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


BCF Cards, Inc.


Burlington Coat Factory of Puerto Rico, LLC


Burlington Coat Factory of Hawaii, LLC


Burlington Coat Factory of Montana, LLC


Burlington Coat Factory of South Dakota, LLC


Burlington Coat Factory of Vermont, LLC


Burlington Coat Factory of Iowa, LLC


Burlington Coat Factory of Mississippi, LLC


Burlington Coat Factory of Rhode Island, LLC