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Amendment To Credit Agreement- Bank of America As Administrative Agent.

This is an actual contract by Burlington Coat Factory Warehouse.
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Sectors: Retail
Effective Date: December 12, 2006
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Exhibit 10.42

FIRST AMENDMENT TO

CREDIT AGREEMENT This First Amendment to Credit Agreement (the " First Amendment" ) is made as of the 12th day of December, 2006 by and among BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a corporation organized under the laws of the State of Delaware having a place of business at 1830 Route 130, Burlington, New Jersey 08016, as Lead Borrower for itself and the other Borrowers,

THE BORROWERS AND FACILITY GUARANTORS party hereto;

the LENDERS party hereto;

BANK OF AMERICA, N.A., a national banking association having a place of business at 40 Broad Street, Boston, Massachusetts 02109, as Administrative Agent and Collateral Agent for itself and the other Secured Parties; BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent; and

WACHOVIA BANK, NATIONAL ASSOCIATION, THE CIT GROUP/BUSINESS CREDIT, INC., GENERAL ELECTRIC CAPITAL CORPORATION and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents; in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

WITNESSETH

WHEREAS, the Lead Borrower and the other Borrowers, the Facility Guarantors, the Administrative Agent, the Collateral Agent, the Lenders, the Syndication Agent, and the Co-Documentation Agents have entered into a Credit Agreement dated as of April 13, 2006 (the " Credit Agreement" ); and

WHEREAS, the Lead Borrower and the other Borrowers, the Facility Guarantors, the Administrative Agent, the Collateral Agent, the Lenders, the Syndication Agent, and the Co-Documentation Agents have agreed to amend certain provisions of the Credit Agreement, on the terms and conditions set forth herein.

NOW THEREFORE, it is hereby agreed as follows:

1. Definitions : All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.

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

" Interest Period" means, with respect to any LIBO Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one (1), two (2), three (3), or six (6) months, and, if available to all Lenders, seven (7) or fourteen (14) days or nine (9) or twelve (12) months thereafter as the Lead Borrower may elect by notice to the Administrative Agent in accordance with the provisions of this Agreement; provided , however , that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period of one month or more that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month during which such Interest Period ends) shall end on the last Business Day of the calendar month of such Interest Period, and (c) any Interest Period that would otherwise end after the Termination Date shall end on the Termination Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 3. Amendments to Article II . The provisions of Section 2.04(a) of the Credit Agreement are hereby amended by deleting the last sentence thereof in its entirety and substituting the following in its stead:

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

4. Amendments to Article V . The provisions of Article V of the Credit Agreement are hereby amended as follows: a. The provisions of Sections 5.01(a), 5.01(b), 5.01(c), 5.01(d), and 5.01(e) are hereby amended by deleting the words " the Parent" wherever same appears and substituting the word " Holdings" in their stead in each instance.


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

c. The provisions of Section 5.13(c) are hereby deleted in their entirety and the following substituted in their stead: In the event the Real Estate described in Paragraph 12 listed on Schedule 1.1(b) is not sold or transferred in accordance with clause (g)(ii) of the definition of " Permitted Dispositions" on
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