ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BUT WITHOUT GIVING EFFECT TO THE OTHER CONFLICTS OF LAWS
PRINCIPLES THEREOF.
Each Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Agents and the Swingline Lender, in the
establishment and maintenance of their respective relationship with the
Borrowers contemplated by this Swingline Note, are each relying thereon. EACH
BORROWER, EACH FACILITY GUARANTOR, ENDORSER AND SURETY, AND THE SWINGLINE 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 SWINGLINE 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 SWINGLINE NOTE BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Borrowers have caused this Swingline Note to be duly
executed as of the date set forth above.
BORROWERS: BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, as Lead Borrower By:
Name:
Title:
THE ENTITIES LISTED ON SCHEDULE I HERETO, as Borrowers By:
Name:
Title:
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SCHEDULE I
Borrowers
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EXHIBIT F
FORM OF JOINDER TO LOAN DOCUMENTS
JOINDER TO LOAN DOCUMENTS
This Joinder to Loan Documents (this "Joinder") is made as of by and among:
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Delaware corporation, as agent
(in such capacity, the "Lead Borrower") for itself and the other Borrowers party
to the Credit Agreement referred to below;
The BORROWERS party to the Credit Agreement set forth on Schedule I annexed
hereto (collectively, with the Lead Borrower, the "Existing Borrowers");
The FACILITY GUARANTORS party to the Credit Agreement set forth on Schedule II
annexed hereto (collectively, the "Facility Guarantors");
[NEW BORROWER/FACILITY GUARANTOR], a , having an office at
; and
BANK OF AMERICA, N.A., a national banking association, having a place of
business at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as
administrative agent (in such capacity, the "Administrative Agent") for its own
benefit and the benefit of the other Credit Parties (as defined in the Credit
Agreement referred to below) and as collateral agent (in such capacity, the
"Collateral Agent"), for its own benefit and for the benefit of the other
Secured Parties (as defined in the Credit Agreement referred to below) to the
Credit Agreement (as defined below);
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.