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Amendment To Credit Agreement-bear Stearns Corp. Lending As Administrative Agent

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Sectors: Retail
Effective Date: April 13, 2006
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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;

the FACILITY GUARANTORS party hereto; the LENDERS 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 ASSOCIATION 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 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.

1 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.


2 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.


3

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


4 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


5 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


6 JPMORGAN CHASE BANK, N.A., As Co-Documentation Agent and as a Lender By:

Name: Title: Address: Attn: Telephone: Telecopy:


7 WACHOVIA BANK, NATIONAL ASSOCIATION, As Co-Documentation Agent and as a Lender By:

Name: Title: Address: Attn: Telephone: Telecopy:


8 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:


9 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:


10 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:


11 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:


12 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:


13 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


14 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:


15 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:


16 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:


17 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:


18 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:


19 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:


20 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:


21 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:


22 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:


23 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:


24 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


25 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


26 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


27 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:


28 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:


29 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:


30 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


31 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


32 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


33 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


34

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


35 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:


36 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:


37 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:


38 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:


39 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:


40 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:


41 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
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