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;
theFACILITY GUARANTORSparty hereto;
theLENDERS 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 ASSOCIATIONandJPMORGAN 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. |
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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. |
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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. |
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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 |
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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 |
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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 |
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JPMORGAN CHASE BANK, N.A., As Co-Documentation Agent and as a Lender | ||
By: |
| |
Name: | ||
Title: |
Address: | ||
Attn: | ||
Telephone: | ||
Telecopy: |
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WACHOVIA BANK, NATIONAL ASSOCIATION,As Co-Documentation Agent and as a Lender | ||
By: |
| |
Name: | ||
Title: | ||
Address: | ||
Attn: | ||
Telephone: | ||
Telecopy: |
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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: |
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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: |
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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: |
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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: |
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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: |
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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 |
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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: |
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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: |
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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: |
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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: |
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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: |
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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: |
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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: |
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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: |
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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: |
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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: |
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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 |
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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 |
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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 |
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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: |
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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: |
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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: |
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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 |
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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 |
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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 |
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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 |
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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 |
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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: |
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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: |
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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: |
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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: |
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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: |
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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: |
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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: |
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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.
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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.
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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.
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