<PAGE>   1
                                                                   Exhibit 10(a)

                                                                  CONFORMED COPY

================================================================================




                        CONSOLIDATED STORES CORPORATION,
                               an Ohio Corporation

                        CONSOLIDATED STORES CORPORATION,
                             a Delaware Corporation

                                  $300,000,000
                         Senior Notes Issuable In Series

                                  $174,000,000
                       7.87% Senior Notes, Series 2001-A,
                           Tranche 1, due May 15, 2005

                                   $15,000,000
                       7.97% Senior Notes, Series 2001-A,
                           Tranche 2, due May 15, 2006

                                   $15,000,000
                       8.07% Senior Notes, Series 2001-A,
                           Tranche 3, due May 15, 2007

                                    ---------

                             NOTE PURCHASE AGREEMENT

                                    ---------


                             Dated as of May 1, 2001

================================================================================
                                                      Tranche 1 PPN: 210149 A# 7
                                                      Tranche 2 PPN: 210149 B* 0
                                                      Tranche 3 PPN: 210149 B@ 8




<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                       Page
-------                                                                                                       ----
<S>                                                                                                           <C>
1.       AUTHORIZATION OF NOTES..................................................................................1
         1.1.     Amount; Establishment of Series................................................................1
         1.2.     The Series 2001-A Notes........................................................................2

2.       SALE AND PURCHASE OF SERIES 2001-A NOTES................................................................3

3.       CLOSING.................................................................................................3

4.       CONDITIONS TO CLOSING...................................................................................3
         4.1.     Representations and Warranties.................................................................3
         4.2.     Performance; No Default........................................................................4
         4.3.     Compliance Certificates........................................................................4
         4.4.     Opinions of Counsel............................................................................4
         4.5.     Purchase Permitted By Applicable Law, etc......................................................4
         4.6.     Sale of Other Series 2001-A Notes..............................................................5
         4.7.     Payment of Special Counsel Fees................................................................5
         4.8.     Private Placement Numbers......................................................................5
         4.9.     Changes in Corporate Structure.................................................................5
         4.10.    Guaranties.....................................................................................5
         4.11.    Proceedings and Documents......................................................................5
         4.12.    Intercreditor Agreement........................................................................5
         4.13.    Credit Agreement...............................................................................6

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........................................................6
         5.1.     Organization; Power and Authority..............................................................6
         5.2.     Authorization, etc.............................................................................6
         5.3.     Disclosure.....................................................................................6
         5.4.     Organization and Ownership of Shares of Subsidiaries; Affiliates...............................7
         5.5.     Financial Statements...........................................................................8
         5.6.     Compliance with Laws, Other Instruments, etc...................................................8
         5.7.     Governmental Authorizations, etc...............................................................9
         5.8.     Litigation; Observance of Agreements, Statutes and Orders......................................9
         5.9.     Taxes..........................................................................................9
         5.10.    Title to Property; Leases.....................................................................10
         5.11.    Licenses, Permits, etc........................................................................10
         5.12.    Compliance with ERISA.........................................................................10
         5.13.    Private Offering by the Company...............................................................11
         5.14.    Use of Proceeds; Margin Regulations...........................................................12
         5.15.    Existing Indebtedness; Future Liens...........................................................12
</TABLE>

                                       i
<PAGE>   3

<TABLE>
<CAPTION>
<S>                                                                                                           <C>
         5.16.    Foreign Assets Control Regulations, etc.......................................................12
         5.17.    Status under Certain Statutes.................................................................13
         5.18.    Environmental Matters.........................................................................13
         5.19.    Solvency of Subsidiary Guarantors.............................................................13

6.       REPRESENTATIONS OF THE PURCHASERS......................................................................14
         6.1.     Purchase for Investment.......................................................................14
         6.2.     Source of Funds...............................................................................14

7.       INFORMATION AS TO COMPANY..............................................................................15
         7.1.     Financial and Business Information............................................................15
         7.2.     Officer's Certificate.........................................................................18
         7.3.     Inspection....................................................................................19

8.       PREPAYMENT OF THE SERIES 2001-A NOTES..................................................................20
         8.1.     No Scheduled Prepayments......................................................................20
         8.2.     Optional Prepayments with Make-Whole Amount...................................................20
         8.3.     Allocation of Partial Prepayments.............................................................20
         8.4.     Maturity; Surrender, etc......................................................................20
         8.5.     Purchase of Notes.............................................................................21
         8.6.     Make-Whole Amount.............................................................................21

9.       AFFIRMATIVE COVENANTS..................................................................................22
         9.1.     Compliance with Law...........................................................................22
         9.2.     Insurance.....................................................................................23
         9.3.     Maintenance of Properties.....................................................................23
         9.4.     Payment of Taxes and Claims...................................................................23
         9.5.     Corporate Existence, etc......................................................................23

10.      NEGATIVE COVENANTS.....................................................................................24
         10.1.    Indebtedness; Priority Debt...................................................................24
         10.2.    Fixed Charge Ratio............................................................................24
         10.3.    Adjusted Consolidated Net Worth...............................................................24
         10.4.    Liens.........................................................................................24
         10.5.    Sale of Assets................................................................................26
         10.6.    Mergers, Consolidations, etc..................................................................27
         10.7.    Disposition of Stock of Restricted Subsidiaries...............................................28
         10.8.    Designation of Unrestricted and Restricted Subsidiaries.......................................29
         10.9.    Nature of Business............................................................................29
         10.10.   Transactions with Affiliates..................................................................29
         10.11.   Guaranties....................................................................................29

11.      EVENTS OF DEFAULT......................................................................................30

12.      REMEDIES ON DEFAULT, ETC...............................................................................32
         12.1.    Acceleration..................................................................................32
</TABLE>

                                       ii
<PAGE>   4

<TABLE>
<CAPTION>
<S>                                                                                                             <C>
         12.2.    Other Remedies................................................................................33
         12.3.    Rescission....................................................................................33
         12.4.    No Waivers or Election of Remedies, Expenses, etc.............................................33

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES..........................................................34
         13.1.    Registration of Notes.........................................................................34
         13.2.    Transfer and Exchange of Notes................................................................34
         13.3.    Replacement of Notes..........................................................................34

14.      PAYMENTS ON NOTES......................................................................................35
         14.1.    Place of Payment..............................................................................35
         14.2.    Home Office Payment...........................................................................35

15.      EXPENSES, ETC..........................................................................................36
         15.1.    Transaction Expenses..........................................................................36
         15.2.    Survival......................................................................................36

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT...........................................36

17.      AMENDMENT AND WAIVER...................................................................................37
         17.1.    Requirements..................................................................................37
         17.2.    Solicitation of Holders of Notes..............................................................37
         17.3.    Binding Effect, etc...........................................................................37
         17.4.    Notes held by Company, etc....................................................................38

18.      NOTICES................................................................................................38

19.      REPRODUCTION OF DOCUMENTS..............................................................................38

20.      CONFIDENTIAL INFORMATION...............................................................................39

21.      SUBSTITUTION OF PURCHASER..............................................................................40

22.      RELEASE OF SUBSIDIARY GUARANTORS.......................................................................40

23.      MISCELLANEOUS..........................................................................................41
         23.1.    Successors and Assigns........................................................................41
         23.2.    Payments Due on Non-Business Days.............................................................41
         23.3.    Severability..................................................................................41
         23.4.    Construction..................................................................................41
         23.5.    Counterparts..................................................................................41
         23.6.    Governing Law.................................................................................41
</TABLE>

                                      iii
<PAGE>   5


<TABLE>
<CAPTION>
<S>                                     <C>
SCHEDULE A                       --     Information Relating to Purchasers

SCHEDULE B                       --     Defined Terms

SCHEDULE B-1                     --     New York Potential Tax Claim

SCHEDULE 4.9                     --     Changes in Corporate Structure

SCHEDULE 5.3                     --     Disclosure Materials

SCHEDULE 5.4                     --     Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5                     --     Financial Statements

SCHEDULE 5.8                     --     Certain Litigation

SCHEDULE 5.11                    --     Licenses, Permits, etc.

SCHEDULE 5.14                    --     Use of Proceeds

SCHEDULE 5.15                    --     Existing Indebtedness

SCHEDULE 10.4                    --     Existing Liens

EXHIBIT 1.1(a)                   --     Form of Senior Note

EXHIBIT 1.1(b)                   --     Parent Guaranty

EXHIBIT 1.1(c)                   --     Subsidiary Guaranty

EXHIBIT 1.1(d)                   --     Form of Supplement

EXHIBIT 1.2(a)                   --     Form of Series 2001-A, Tranche 1, Senior Note

EXHIBIT 1.2(b)                   --     Form of Series 2001-A, Tranche 2, Senior Note

EXHIBIT 1.2(c)                   --     Form of Series 2001-A, Tranche 3, Senior Note

EXHIBIT 4.4(a)                   --     Form of Opinion of Counsel to the Company

EXHIBIT 4.4(b)                   --     Form of Opinion of Special Counsel to the Purchasers
</TABLE>

                                       iv


<PAGE>   6



                        CONSOLIDATED STORES CORPORATION,
                               an Ohio Corporation
                        CONSOLIDATED STORES CORPORATION,
                             a Delaware Corporation
                                300 Phillipi Road
                              Columbus, Ohio 43228
                                 (614) 278-6800
                               Fax: (614) 278-6622


                                  $300,000,000
                         Senior Notes Issuable In Series

   $174,000,000 7.87% Senior Notes, Series 2001-A, Tranche 1, due May 15, 2005
   $15,000,000 7.97% Senior Notes, Series 2001-A, Tranche 2, due May 15, 2006
   $15,000,000 8.07% Senior Notes, Series 2001-A, Tranche 3, due May 15, 2007

                                                         Dated as of May 1, 2001

TO EACH OF THE PURCHASERS LISTED IN
         THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

                  CONSOLIDATED STORES CORPORATION, an Ohio corporation (the
"Company"), and CONSOLIDATED STORES CORPORATION, a Delaware corporation (the
"Parent"), agree with you as follows:

1.       AUTHORIZATION OF NOTES.

1.1.     AMOUNT; ESTABLISHMENT OF SERIES.

                  The Company is contemplating the issue and sale of up to
$300,000,000 aggregate principal amount of its Senior Notes issuable in series
(the "Notes", such term to include any such Notes issued in substitution
therefor pursuant to Section 13 of this Agreement). The Notes will be
substantially in the form set out in Exhibit 1.1(a), with such changes
therefrom, if any, as may be approved by the purchasers of such Notes, or series
thereof, and the Company. Certain capitalized terms used in this Agreement are
defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless
otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The
Notes may be issued in one or more series. The Notes will be guaranteed (i) by
the Parent pursuant to a guaranty in substantially the form of Exhibit 1.1(b)
(the "Parent Guaranty") and (ii) subject to Section 22, each Subsidiary that is
now or in the future becomes a


<PAGE>   7
 guarantor of Indebtedness owed to banks under the Credit Agreement
(individually, a "Subsidiary Guarantor" and collectively, the "Subsidiary
Guarantors") pursuant to a guaranty in substantially the form of Exhibit 1.1(c)
(the "Subsidiary Guaranty," and, together with the Parent Guaranty, the
"Guaranties"). Each series of Notes, other than the initial series, will be
issued pursuant to a supplement to this Agreement (a "Supplement") in
substantially the form of Exhibit 1.1(d), and will be subject to the following
terms and conditions:

                  (a) the designation of each series of Notes shall distinguish
         the Notes of one series from the Notes of all other series;

                  (b) the Notes of each series shall rank pari passu with each
         other series of the Notes and with the Company's other outstanding
         senior unsecured Indebtedness;

                  (c) each series of Notes shall be dated the date of issue,
         bear interest at such rate or rates, mature on such date or dates, be
         subject to such mandatory prepayments on the dates and with the
         Make-Whole Amounts, if any, as are provided in the Supplement under
         which such Notes are issued, and shall have such additional or
         different conditions precedent to closing and such additional or
         different representations and warranties or, subject to Section 1.1(d),
         other terms and provisions as shall be specified in such Supplement;

                  (d) except to the extent provided in foregoing clause (c), all
         of the provisions of this Agreement shall apply to the Notes of each
         series; and

                  (e) the issuance of any subsequent series of Notes shall not
         dilute or otherwise affect the relative priority or other rights of the
         holders of the Series 2001-A Notes or in any way affect the percentages
         of Series 2001-A Notes required to approve an amendment or effectuate a
         waiver under the provisions of Section 17 or the percentages of Series
         2001-A Notes required to accelerate the Series 2001-A Notes or rescind
         such an acceleration under the provisions of Section 12.1 or 12.3.

The Purchasers of the Series 2001-A Notes need not purchase subsequent series of
Notes.

1.2.     THE SERIES 2001-A NOTES.

                  The Company has authorized, as the initial series of Notes
hereunder, the issue and sale of $204,000,000 aggregate principal amount of
Notes to be designated as its "Series 2001-A Notes" (such term to include any
such Notes issued in substitution therefor pursuant to Section 13 of this
Agreement). The Series 2001-A Notes will consist of $174,000,000 aggregate
principal amount of 7.87% Senior Notes, Series 2001-A, Tranche 1, due May 15,
2005 (the "Series 2001-A, Tranche 1, Notes"), $15,000,000 aggregate principal
amount of 7.97% Senior Notes, Series 2001-A, Tranche 2, due May 15, 2006 (the
"Series 2001-A, Tranche 2, Notes") and $15,000,000 aggregate principal amount of
Notes 8.07% Senior Notes, Series 2001-A, Tranche 3, due May 15, 2007 (the
"Series 2001-A, Tranche 3, Notes"). The Series 2001-A Notes shall be
substantially in the forms set out in Exhibits 1.2(a), 1.2(b) and 1.2(c),
respectively, with such

                                       2

<PAGE>   8

changes therefrom, if any, as may be approved by you and the Company. For
purposes of Sections 8.2 and 8.3, the Series 2001-A Notes will be treated as
single series.

2.       SALE AND PURCHASE OF SERIES 2001-A NOTES.

                  Subject to the terms and conditions of this Agreement, the
Company will issue and sell to you and each of the other purchasers named in
Schedule A (the "Other Purchasers"), and you and the Other Purchasers will
purchase from the Company, at the Closing provided for in Section 3, Series
2001-A Notes in the tranche and principal amount specified opposite your names
in Schedule A at the purchase price of 100% of the principal amount thereof.
Your obligation hereunder and the obligations of the Other Purchasers are
several and not joint obligations and you shall have no liability to any Person
for the performance or non-performance by any Other Purchaser hereunder.

3.       CLOSING.

                  The sale and purchase of the Series 2001-A Notes to be
purchased by you and the Other Purchasers shall occur at the offices of Gardner,
Carton & Douglas, Quaker Tower, Suite 3400, 321 North Clark Street, Chicago,
Illinois 60610 at 9:00 a.m., Chicago time, at a closing (the "Closing") on May
8, 2001 or on such other Business Day thereafter on or prior to May 30, 2001 as
may be agreed upon by the Company and you and the Other Purchasers. At the
Closing the Company will deliver to you the Series 2001-A Notes to be purchased
by you in the form of a single Series 2001-A Note (or such greater number of
Series 2001-A Notes in denominations of at least $500,000 as you may request)
dated the date of the Closing and registered in your name (or in the name of
your nominee), against delivery by you to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company to
account number 801871009, at National City Bank, 155 East Broad Street,
Columbus, Ohio 43251, ABA #041000124. If at the Closing the Company shall fail
to tender such Series 2001-A Notes to you as provided above in this Section 3,
or any of the conditions specified in Section 4 shall not have been fulfilled to
your satisfaction, you shall, at your election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights you may
have by reason of such failure or such nonfulfillment.

4.       CONDITIONS TO CLOSING.

                  Your obligation to purchase and pay for the Series 2001-A
Notes to be sold to you at the Closing is subject to the fulfillment to your
satisfaction, prior to or at the Closing, of the following conditions:

4.1.     REPRESENTATIONS AND WARRANTIES.

                  The representations and warranties of the Parent and the
Company in this Agreement shall be correct when made and at the time of the
Closing.



                                       3
<PAGE>   9

4.2.     PERFORMANCE; NO DEFAULT.

                  The Parent and the Company shall have performed and complied
with all agreements and conditions contained in this Agreement required to be
performed or complied with by it prior to or at the Closing and after giving
effect to the issue and sale of the Series 2001-A Notes (and the application of
the proceeds thereof as contemplated by Schedule 5.14) no Default or Event of
Default shall have occurred and be continuing. Neither the Parent or the Company
nor any Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by Sections 10.1 through 10.11 had
such Sections applied since such date.

4.3.     COMPLIANCE CERTIFICATES.

                  (a) OFFICER'S CERTIFICATE. The Parent and the Company shall
         have delivered to you an Officer's Certificate, dated the date of the
         Closing, certifying that the conditions specified in Sections 4.1, 4.2
         and 4.9 have been fulfilled.

                  (b) SECRETARY'S CERTIFICATE. The Parent and the Company shall
         have delivered to you a certificate certifying as to the resolutions
         attached thereto and other corporate proceedings relating to the
         authorization, execution and delivery of the Series 2001-A Notes and
         the Agreement.

4.4.     OPINIONS OF COUNSEL.

                  You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from Vorys, Sater,
Seymour and Pease LLP, special counsel for the Parent and the Company, and from
General Counsel for the Parent, the Company and the Subsidiary Guarantors,
covering the matters set forth in Exhibit 4.4(a) and covering such other matters
incident to the transactions contemplated hereby as you or your counsel may
reasonably request (and the Company instructs its counsel to deliver such
opinion to you) and (b) from Gardner, Carton & Douglas, your special counsel in
connection with such transactions, substantially in the form set forth in
Exhibit 4.4(b) and covering such other matters incident to such transactions as
you may reasonably request.

4.5.     PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

                  On the date of the Closing your purchase of Series 2001-A
Notes shall (i) be permitted by the laws and regulations of each jurisdiction to
which you are subject, without recourse to provisions (such as section
1405(a)(8) of the New York Insurance Law) permitting limited investments by
insurance companies without restriction as to the character of the particular
investment, (ii) not violate any applicable law or regulation (including,
without limitation, Regulation T, U or X of the Board of Governors of the
Federal Reserve System) and (iii) not subject you to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or
regulation was not in effect on the date hereof. If requested by you, you shall
have received an Officer's Certificate certifying as to such matters of fact as
you may reasonably specify to enable you to determine whether such purchase is
so permitted.



                                       4
<PAGE>   10

4.6.     SALE OF OTHER SERIES 2001-A NOTES.

                  Contemporaneously with the Closing the Company shall sell to
the Other Purchasers and the Other Purchasers shall purchase the Series 2001-A
Notes to be purchased by them at the Closing as specified in Schedule A.

4.7.     PAYMENT OF SPECIAL COUNSEL FEES.

                  Without limiting the provisions of Section 15.1, the Company
shall have paid on or before the Closing the fees, charges and disbursements of
your special counsel referred to in Section 4.4, to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

4.8.     PRIVATE PLACEMENT NUMBERS.

                  Private Placement numbers issued by Standard & Poor's CUSIP
Service Bureau (in cooperation with the Securities Valuation Office of the
National Association of Insurance Commissioners) shall have been obtained for
each series of the Series 2001-A Notes by Gardner, Carton & Douglas.

4.9.     CHANGES IN CORPORATE STRUCTURE.

                  Except as specified in Schedule 4.9, neither the Parent nor
the Company shall have changed its jurisdiction of incorporation or been a party
to any merger or consolidation and shall not have succeeded to all or any
substantial part of the liabilities of any other entity, at any time following
the date of the most recent financial statements referred to in Schedule 5.5.

4.10.    GUARANTIES.

                  The Parent shall have executed and delivered the Parent
Guaranty and each Subsidiary Guarantor shall have executed and delivered the
Subsidiary Guaranty.

4.11.    PROCEEDINGS AND DOCUMENTS.

                  All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.

4.12.    INTERCREDITOR AGREEMENT.

                  You and the Other Purchasers shall have entered into an
Intercreditor Agreement (the "Intercreditor Agreement"), on terms reasonably
satisfactory to you and your special counsel, with the banks party to the Credit
Agreement.



                                       5
<PAGE>   11

4.13.    CREDIT AGREEMENT.

                  The Company shall have entered into the Credit Agreement,
which Credit Agreement shall be on terms reasonably satisfactory to you and your
special counsel.

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

                  Each of the Company and the Parent represents and warrants to
you that:

5.1.     ORGANIZATION; POWER AND AUTHORITY.

                  Each of the Company and the Parent is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Each of the Company
and the Parent has the corporate power and authority to own or hold under lease
the properties it purports to own or hold under lease, to transact the business
it transacts and proposes to transact, to execute and deliver this Agreement,
the Parent Guaranty (in the case of the Parent) and the Series 2001-A Notes (in
the case of the Company) and to perform the provisions hereof and thereof.

5.2.     AUTHORIZATION, ETC.

                  This Agreement and the Series 2001-A Notes have been duly
authorized by all necessary corporate action on the part of the Company and, in
the case of the Agreement, by the Parent, and this Agreement constitutes, and
upon execution and delivery thereof each Series 2001-A Note will constitute, a
legal, valid and binding obligation of the Company and, in the case of the
Agreement, of the Parent, enforceable against the Company or the Parent, as the
case may be, in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

                  The Guaranties have been duly authorized by all necessary
corporate action on the part of the Parent or each Subsidiary Guarantor, as the
case may be, and upon execution and delivery thereof will constitute the legal,
valid and binding obligation of the Parent and each Subsidiary Guarantor,
enforceable against the Parent or each Subsidiary Guarantor, as the case may be,
in accordance with their respective terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

5.3.     DISCLOSURE.



                                       6
<PAGE>   12

                  The Company, through its agent, Banc of America Securities
LLC, has delivered to you and each Other Purchaser a copy of a Private Placement
Memorandum, dated April 2001 (the "Memorandum"), relating to the transactions
contemplated hereby. The Memorandum fairly describes, in all material respects,
the general nature of the business of the Parent and its Subsidiaries, including
the Company, taken as a whole. Except as disclosed in Schedule 5.3, this
Agreement, the Memorandum, the documents, certificates or other writings
delivered to you by or on behalf of the Parent in connection with the
transactions contemplated hereby and the financial statements listed in Schedule
5.5, taken as a whole, do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein not misleading in light of the circumstances under which they were made.
Except as disclosed in the Memorandum or as expressly described in Schedule 5.3,
or in one of the documents identified therein, or in the financial statements
listed in Schedule 5.5, since February 3, 2001, there has been no change in the
financial condition, operations, business or properties of the Parent or any
Subsidiary, including the Company, except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.
There is no fact known to the Parent that could reasonably be expected to have a
Material Adverse Effect that has not been set forth herein or in the Memorandum
or in the other documents, certificates and other writings delivered to you by
or on behalf of the Parent specifically for use in connection with the
transactions contemplated hereby.

5.4.     ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AFFILIATES.

                  (a) Schedule 5.4 contains (except as noted therein) complete
         and correct lists (i) of the Parent's Subsidiaries, showing, as to each
         Subsidiary, the correct name thereof, the jurisdiction of its
         organization, whether such Subsidiary is a Restricted Subsidiary, and
         the percentage of shares of each class of its capital stock or similar
         equity interests outstanding owned by the Parent and each other
         Subsidiary, including the Company (ii) of the Parent's Affiliates,
         other than Subsidiaries, and (iii) of the Parent's and the Company's
         directors and executive officers.

                  (b) All of the outstanding shares of capital stock or similar
         equity interests of each Subsidiary shown in Schedule 5.4 as being
         owned by the Parent and its Subsidiaries, including the Company, have
         been validly issued, are fully paid and nonassessable and are owned by
         the Parent or another Subsidiary, including the Company, free and clear
         of any Lien (except as otherwise permitted by Section 10.4). All of the
         outstanding shares of capital stock or similar equity interests of the
         Company have been validly issued, are fully paid and nonassessable and
         are owned by the Parent free and clear of any Lien.

                  (c) Each Subsidiary of the Parent identified in Schedule 5.4
         is a corporation or other legal entity duly organized, validly existing
         and in good standing under the laws of its jurisdiction of
         organization, and is duly qualified as a foreign corporation or other
         legal entity and is in good standing in each jurisdiction in which such
         qualification is required by law, other than those jurisdictions as to
         which the failure to be so qualified or in good standing could not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect. Each such Subsidiary has the corporate or
         other power



                                       7
<PAGE>   13

         and authority to own or hold under lease the properties it purports to
         own or hold under lease and to transact the business it transacts and
         proposes to transact.

                  (d) No Subsidiary of the Parent is a party to, or otherwise
         subject to any legal restriction or any Material agreement (other than
         this Agreement, the Credit Agreement, the agreements listed on Schedule
         5.4 and customary limitations imposed by corporate law statutes)
         restricting the ability of such Subsidiary to pay dividends out of
         profits or make any other similar distributions of profits to the
         Parent or any of its Subsidiaries, including the Company, that owns
         outstanding shares of capital stock or similar equity interests of such
         Subsidiary.

5.5.     FINANCIAL STATEMENTS.

                  The Parent has delivered to you and each Other Purchaser
copies of the financial statements of the Parent and its Subsidiaries, including
the Company, listed on Schedule 5.5. All of said financial statements (including
in each case the related schedules and notes) fairly present in all material
respects the consolidated financial position of the Parent and its Subsidiaries,
including the Company, as of the respective dates specified in such Schedule and
the consolidated results of their operations and cash flows for the respective
periods so specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to normal year-end
adjustments).

5.6.     COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

                  The execution, delivery and performance by the Company and the
Parent of this Agreement and by the Company of the Series 2001-A Notes will not
(i) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of the Parent or
any Subsidiary, including the Company, under, any indenture, mortgage, deed of
trust, loan, purchase or credit agreement, lease, corporate charter or by-laws,
or any other Material agreement or instrument to which the Parent or any
Subsidiary, including the Company, is bound or by which any of their respective
properties may be bound or affected, (ii) conflict with or result in a breach of
any of the terms, conditions or provisions of any Material order, judgment,
decree, or ruling of any court, arbitrator or Governmental Authority applicable
to the Parent or any Subsidiary, including the Company, or (iii) violate any
provision of any Material statute or other rule or regulation of any
Governmental Authority applicable to the Parent or any Subsidiary, including the
Company.

                  The execution, delivery and performance by each of the Parent
and each Subsidiary Guarantor of the Guaranty to which it is a party will not
(i) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of the Parent or
such Subsidiary Guarantor under, any agreement, or corporate charter or by-laws,
to which the Parent or such Subsidiary Guarantor is bound or by which the Parent
or such Subsidiary Guarantor or any of their properties may be bound or
affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any Material order, judgment, decree, or ruling of
any court, arbitrator or Governmental Authority applicable to the



                                       8
<PAGE>   14

Parent or such Subsidiary Guarantor or (iii) violate any provision of any
Material statute or other rule or regulation of any Governmental Authority
applicable to the Parent or such Subsidiary Guarantor.

5.7.     GOVERNMENTAL AUTHORIZATIONS, ETC.

                  No consent, approval or authorization of, or registration,
filing or declaration with, any Governmental Authority is required in connection
with the execution, delivery or performance by the Company of this Agreement or
the Series 2001-A Notes or the execution, delivery or performance by the Parent
of this Agreement or the Parent Guaranty or by each Subsidiary Guarantor of the
Subsidiary Guaranty.

5.8.     LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

                  (a) Except as disclosed in Schedule 5.8, there are no actions,
         suits or proceedings pending or, to the knowledge of the Parent or the
         Company, threatened against or affecting the Parent or any Subsidiary,
         including the Company, or any property of the Parent or any Subsidiary,
         including the Company, in any court or before any arbitrator of any
         kind or before or by any Governmental Authority that, individually or
         in the aggregate, could reasonably be expected to have a Material
         Adverse Effect.

                  (b) Neither the Parent nor any Subsidiary, including the
         Company, is in default under any term of any agreement or instrument to
         which it is a party or by which it is bound, or any order, judgment,
         decree or ruling of any court, arbitrator or Governmental Authority or
         is in violation of any applicable law, ordinance, rule or regulation
         (including Environmental Laws) of any Governmental Authority, which
         default or violation, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect.

5.9.     TAXES.

                  The Parent and each Subsidiary, including the Company, have
filed all tax returns that are required to have been filed in any jurisdiction,
and have paid all taxes shown to be due and payable on such returns and all
other taxes and assessments levied upon them or their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any taxes and
assessments (i) the amount of which is not individually or in the aggregate
Material, (ii) the amount, applicability or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which the
Parent or a Subsidiary, including the Company, as the case may be, has
established adequate reserves in accordance with GAAP, or (iii) related to the
New York Potential Tax Claim, which if determined adversely could not reasonably
be expected to have a Material Adverse Effect. Neither the Parent nor the
Company knows of any basis for any other tax or assessment that could reasonably
be expected to have a Material Adverse Effect. The charges, accruals and
reserves on the books of the Parent, the Company and the Subsidiaries in respect
of federal, state or other taxes for all fiscal periods are adequate under GAAP.
The federal income tax liabilities of the Parent and its Subsidiaries, including
the Company, have



                                       9
<PAGE>   15

been determined by the Internal Revenue Service and paid for all fiscal years up
to and including the fiscal year ended January 29, 1994.

5.10.    TITLE TO PROPERTY; LEASES.

                  The Parent and its Subsidiaries, including the Company, have
good and sufficient title to the properties that they own and that individually
or in the aggregate are Material, including all such properties reflected in the
most recent audited balance sheet referred to in Section 5.5 or purported to
have been acquired by the Parent or any Subsidiary, including the Company, after
said date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens prohibited by this Agreement.
All leases that individually or in the aggregate are Material are valid and
subsisting and are in full force and effect in all material respects.

5.11.    LICENSES, PERMITS, ETC.

                  Except as disclosed in Schedule 5.11,

                  (a) the Parent and its Subsidiaries, including the Company,
         own or possess all licenses, permits, franchises, authorizations,
         patents, copyrights, service marks, trademarks and trade names, or
         rights thereto, that individually or in the aggregate are Material,
         without known material conflict with the rights of others;

                  (b) to the knowledge of the Parent and the Company, no product
         of the Parent or any Subsidiary, including the Company, infringes in
         any material respect any license, permit, franchise, authorization,
         patent, copyright, service mark, trademark, trade name or other right
         owned by any other Person; and

                  (c) to the knowledge of the Parent and the Company, there is
         no Material violation by any Person of any right of the Parent or any
         of its Subsidiaries, including the Company, with respect to any patent,
         copyright, service mark, trademark, trade name or other right owned or
         used by the Parent or any of its Subsidiaries, including the Company.

5.12.    COMPLIANCE WITH ERISA.

                  (a) The Parent and each ERISA Affiliate, including the
         Company, have operated and administered each Plan in compliance with
         all applicable laws except for such instances of noncompliance as have
         not resulted in and could not reasonably be expected to result in a
         Material Adverse Effect. Neither the Parent nor any ERISA Affiliate,
         including the Company, has incurred any liability pursuant to Title I
         or IV of ERISA or the penalty or excise tax provisions of the Code
         relating to employee benefit plans (as defined in section 3 of ERISA),
         and no event, transaction or condition has occurred or exists that
         could reasonably be expected to result in the incurrence of any such
         liability by the Parent or any ERISA Affiliate, including the Company,
         or in the imposition of any Lien on any of the rights, properties or
         assets of the Parent or any ERISA Affiliate, including the Company, in
         either case pursuant to Title I or IV of



                                       10
<PAGE>   16

         ERISA or to such penalty or excise tax provisions or to section
         401(a)(29) or 412 of the Code, other than such liabilities or Liens as
         would not be individually or in the aggregate Material.

                  (b) The present value of the aggregate benefit liabilities
         under each of the Plans (other than Multiemployer Plans), determined as
         of the end of such Plan's most recently ended plan year on the basis of
         the actuarial assumptions used to determine the actuarial accrued
         liability on an on-going funding basis in such Plan's most recent
         actuarial valuation report, did not exceed the aggregate current value
         of the assets of such Plan allocable to such benefit liabilities. The
         term "benefit liabilities" has the meaning specified in section 4001 of
         ERISA and the terms "current value" and "present value" have the
         meaning specified in section 3 of ERISA.

                  (c) The Parent and its ERISA Affiliates, including the
         Company, have not incurred withdrawal liabilities (and are not subject
         to contingent withdrawal liabilities) under section 4201 or 4204 of
         ERISA in respect of Multiemployer Plans that have not been paid, or if
         contingent, that individually or in the aggregate are Material.

                  (d) The expected postretirement benefit obligation (determined
         as of the last day of the Parent's most recently ended fiscal year in
         accordance with Financial Accounting Standards Board Statement No. 106,
         as amended by Financial Accounting Standards Board Statement No. 132,
         without regard to liabilities attributable to continuation coverage
         mandated by section 4980B of the Code) of the Parent and its
         Subsidiaries, including the Company, is not Material or has been
         disclosed in the most recent audited consolidated financial statements
         of the Parent.

                  (e) The execution and delivery of this Agreement and the
         issuance and sale of the Series 2001-A Notes hereunder will not involve
         any transaction that is subject to the prohibitions of section 406 of
         ERISA or in connection with which a tax could be imposed pursuant to
         section 4975(c)(1)(A)-(D) of the Code. The representation by the Parent
         and the Company in the first sentence of this Section 5.12(e) is made
         in reliance upon and subject to the accuracy of your representation in
         Section 6.2 as to the sources of the funds used to pay the purchase
         price of the Series 2001-A Notes to be purchased by you.

5.13.    PRIVATE OFFERING BY THE COMPANY.

                  None of the Parent, the Company or anyone acting on their
behalf has offered the Series 2001-A Notes or any similar securities for sale
to, or solicited any offer to buy any of the same from, or otherwise approached
or negotiated in respect thereof with, any Person other than you, the Other
Purchasers and not more than 55 other Institutional Investors, each of which has
been offered the Series 2001-A Notes at a private sale for investment. None of
the Parent, the Company or anyone acting on their behalf has taken, or will
take, any action that could subject the issuance or sale of the Series 2001-A
Notes to the registration requirements of section 5 of the Securities Act.



                                       11
<PAGE>   17

5.14.    USE OF PROCEEDS; MARGIN REGULATIONS.

                  The Company will apply the proceeds of the sale of the Series
2001-A Notes to general corporate purposes, including to repay or refinance
Indebtedness of the Company and Subsidiaries of the Company as set forth in
Schedule 5.14. No part of the proceeds from the sale of the Series 2001-A Notes
hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 221), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Company in a violation of Regulation X of said Board (12 CFR 224) or
to involve any broker or dealer in a violation of Regulation T of said Board (12
CFR 220). Margin stock does not constitute more than 5% of the value of the
consolidated assets of the Parent and its Subsidiaries, including the Company,
and neither the Parent nor the Company has any present intention that margin
stock will constitute more than 5% of the value of such assets. As used in this
Section, the terms "margin stock" and "purpose of buying or carrying" shall have
the meanings assigned to them in said Regulation U.

5.15.    EXISTING INDEBTEDNESS; FUTURE LIENS.

                  (a) Except as described therein, Schedule 5.15 sets forth a
         complete and correct list of all outstanding Indebtedness of the Parent
         and its Subsidiaries, including the Company, as of February 3, 2001,
         since which date there has been no Material change in the amounts,
         interest rates, sinking funds, installment payments or maturities of
         the Indebtedness of the Parent and its Subsidiaries, including the
         Company. Neither the Parent nor any Subsidiary, including the Company,
         is in default and no waiver of default is currently in effect, in the
         payment of any principal or interest on any Indebtedness of the Parent
         or such Subsidiary, including the Company, that is outstanding in an
         aggregate principal amount in excess of $10,000,000 and no event or
         condition exists with respect to any Indebtedness of the Parent or any
         Subsidiary, including the Company that is outstanding in an aggregate
         principal amount in excess of $10,000,000 and that would permit (or
         that with notice or the lapse of time, or both, would permit) one or
         more Persons to cause such Indebtedness to become due and payable
         before its stated maturity or before its regularly scheduled dates of
         payment.

                  (b) Except as disclosed in Schedule 5.15, neither the Parent
         nor any Subsidiary, including the Company, has agreed or consented to
         cause or permit in the future (upon the happening of a contingency or
         otherwise) any of its property, whether now owned or hereafter
         acquired, to be subject to a Lien not permitted by Section 10.4.

5.16.    FOREIGN ASSETS CONTROL REGULATIONS, ETC.

                  Neither the sale of the Series 2001-A Notes by the Company
hereunder nor its use of the proceeds thereof will violate the Trading with the
Enemy Act, as amended, or any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
any enabling legislation or executive order relating thereto.

5.17.    STATUS UNDER CERTAIN STATUTES.



                                       12
<PAGE>   18

                  Neither the Parent nor any Subsidiary, including the Company,
is subject to regulation under the Investment Company Act of 1940, as amended,
the Public Utility Holding Company Act of 1935, as amended, the Interstate
Commerce Act, as amended by the ICC Termination Act, as amended, or the Federal
Power Act, as amended.

5.18.    ENVIRONMENTAL MATTERS.

                  Neither the Parent nor any Subsidiary, including the Company,
has knowledge of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against the Parent or any of
its Subsidiaries, including the Company, or any of their respective real
properties now or formerly owned, leased or operated by any of them or other
assets, alleging any damage to the environment or violation of any Environmental
Laws, except, in each case, such as could not reasonably be expected to result
in a Material Adverse Effect. Except as otherwise disclosed to you in writing,

                  (a) neither the Parent nor any Subsidiary, including the
         Company, has knowledge of any facts that would give rise to any
         liability, public or private, for violation of Environmental Laws or
         damage to the environment emanating from, occurring on or in any way
         related to real properties now or formerly owned, leased or operated by
         any of them or to other assets or their use, except, in each case, such
         as could not reasonably be expected to result in a Material Adverse
         Effect;

                  (b) neither the Parent nor any Subsidiary, including the
         Company, has stored any Hazardous Materials on real properties now or
         formerly owned, leased or operated by any of them and has not disposed
         of any Hazardous Materials in a manner contrary to any Environmental
         Laws in each case in any manner that could reasonably be expected to
         result in a Material Adverse Effect; and

                  (c) all buildings on all real properties now owned, leased or
         operated by the Parent or any of its Subsidiaries, including the
         Company, are in compliance with applicable Environmental Laws, except
         where failure to comply could not reasonably be expected to result in a
         Material Adverse Effect.

5.19.    SOLVENCY OF SUBSIDIARY GUARANTORS.

                  After giving effect to the transactions contemplated herein
and after giving due consideration to any rights of contribution (i) each
Subsidiary Guarantor has received fair consideration and reasonably equivalent
value for the incurrence of its obligations under the Subsidiary Guaranty, (ii)
the fair value of the assets of each Subsidiary Guarantor (both at fair
valuation and at present fair saleable value) exceeds its liabilities, (ii) each
Subsidiary Guarantor is able to and expects to be able to pay its debts as they
mature, and (iii) each Subsidiary Guarantor has capital sufficient to carry on
its business as conducted and as proposed to be conducted.

6.       REPRESENTATIONS OF THE PURCHASERS.



                                       13
<PAGE>   19

6.1.     PURCHASE FOR INVESTMENT.

                  You represent that (i) you are an "accredited investor" as
defined in Rule 501(a) under the Securities Act and (ii) you are purchasing the
Series 2001-A Notes to be purchased by you for your own account or for one or
more separate accounts maintained by you or for the account of one or more
pension or trust funds and not with a view to the distribution thereof, provided
that the disposition of your or their property shall at all times be within your
or their control. You understand that the Series 2001-A Notes to be purchased by
you have not been registered under the Securities Act and may be resold only if
registered pursuant to the provisions of the Securities Act or if an exemption
from registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the Series 2001-A Notes.

6.2.     SOURCE OF FUNDS.

                  You represent that at least one of the following statements is
an accurate representation as to each source of funds (a "Source") to be used by
you to pay the purchase price of the Series 2001-A Notes to be purchased by you
hereunder:

                  (a) the Source is an "insurance company general account" as
         such term is defined in the Department of Labor Prohibited Transaction
         Exemption ("PTE") 95-60 (issued July 12, 1995) ("PTE 95-60") and as of
         the date of this Agreement there is no "employee benefit plan" with
         respect to which the aggregate amount of such general account's
         reserves and liabilities for the contracts held by or on behalf of such
         employee benefit plan and all other employee benefit plans maintained
         by the same employer (and affiliates thereof as defined in section
         V(a)(1) of PTE 95-60) or by the same employee organization (in each
         case determined in accordance with the provisions of PTE 95-60) exceeds
         10% of the total reserves and liabilities of such general account (as
         determined under PTE 95-60) (exclusive of separate account liabilities)
         plus surplus as set forth in the National Association of Insurance
         Commissioners Annual Statement filed with your state of domicile; or

                  (b) the Source is either (i) an insurance company pooled
         separate account, within the meaning of PTE 90-1 (issued January 29,
         1990), or (ii) a bank collective investment fund, within the meaning of
         PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to
         the Company in writing pursuant to this paragraph (b), no employee
         benefit plan or group of plans maintained by the same employer or
         employee organization beneficially owns more than 10% of all assets
         allocated to such pooled separate account or collective investment
         fund; or

                  (c) the Source constitutes assets of an "investment fund"
         (within the meaning of Part V of the QPAM Exemption) managed by a
         "qualified professional asset manager" or "QPAM" (within the meaning of
         Part V of the QPAM Exemption), no employee benefit plan's assets that
         are included in such investment fund, when combined with the assets of
         all other employee benefit plans established or maintained by the same
         employer or by an affiliate (within the meaning of section V(c)(1) of
         the QPAM Exemption) of



                                       14
<PAGE>   20

         such employer or by the same employee organization and managed by such
         QPAM, exceed 20% of the total client assets managed by such QPAM, the
         conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
         neither the QPAM nor a person controlling or controlled by the QPAM
         (applying the definition of "control" in section V(e) of the QPAM
         Exemption) owns a 5% or more interest in the Company and (i) the
         identity of such QPAM and (ii) the names of all employee benefit plans
         whose assets are included in such investment fund have been disclosed
         to the Company in writing pursuant to this paragraph (c); or

                  (d) the Source is a governmental plan; or

                  (e) the Source is one or more employee benefit plans, or a
         separate account or trust fund comprised of one or more employee
         benefit plans, each of which has been identified to the Company in
         writing pursuant to this paragraph (e); or

                  (f) the Source is the assets of one or more employee benefit
         plans that are managed by an "in-house asset manager," as that term is
         defined in PTE 96-23 and such purchase and holding of the Notes is
         exempt under PTE 96-23; or

                  (g) the Source does not include assets of any employee benefit
         plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan" and "separate account" shall have the respective meanings assigned to such
terms in section 3 of ERISA.

7.       INFORMATION AS TO COMPANY.

7.1.     FINANCIAL AND BUSINESS INFORMATION

                  The Parent will deliver to each holder of Notes that is an
Institutional Investor:

                  (a) QUARTERLY STATEMENTS -- within 60 days after the end of
         each quarterly fiscal period in each fiscal year of the Parent (other
         than the last quarterly fiscal period of each such fiscal year),
         duplicate copies of,

                           (i) a consolidated balance sheet of the Parent and
                  its Subsidiaries, including the Company, as at the end of such
                  quarter, and

                           (ii) consolidated statements of income of the Parent,
                  and its Subsidiaries, including the Company, for such quarter
                  and (in the case of the second and third quarters) for the
                  portion of the fiscal year ending with such quarter, and

                           (iii) consolidated statements of cash flows of the
                  Parent and its Subsidiaries, including the Company, for such
                  quarter or (in the case of the second and third quarters) for
                  the portion of the fiscal year ending with such quarter,



                                       15
<PAGE>   21

         setting forth in each case in comparative form the figures for the
         corresponding periods in the previous fiscal year, all in reasonable
         detail, prepared in accordance with GAAP applicable to quarterly
         financial statements generally, and certified by a Senior Financial
         Officer as fairly presenting, in all material respects, the
         consolidated financial position of the Parent and its Subsidiaries,
         including the Company, as of the specified dates being reported on and
         their consolidated results of operations and cash flows for the
         respective periods specified, subject to changes resulting from
         year-end adjustments, provided that delivery within the time period
         specified above of copies of the Parent's Quarterly Report on Form 10-Q
         prepared in compliance with the requirements therefor and filed with
         the Securities and Exchange Commission shall be deemed to satisfy the
         requirements of this Section 7.1(a);

                  (b) ANNUAL STATEMENTS -- within 120 days after the end of each
         fiscal year of the Parent, duplicate copies of,

                           (i) a consolidated balance sheet of the Parent and
                  its Subsidiaries, including the Company, as at the end of such
                  year, and

                           (ii) consolidated statements of income, changes in
                  equity and cash flows of the Parent and its Subsidiaries,
                  including the Company, for such year,

         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail, prepared in accordance
         with GAAP, and accompanied by an opinion thereon of independent
         certified public accountants of recognized national standing, which
         opinion shall state that such financial statements present fairly, in
         all material respects, the consolidated financial position of the
         Parent and its Subsidiaries, including the Company, as of the specified
         dates being reported upon and their consolidated results of operations
         and cash flows for the respective periods specified and have been
         prepared in conformity with GAAP, and that the examination of such
         accountants in connection with such financial statements has been made
         in accordance with generally accepted auditing standards, and that such
         audit provides a reasonable basis for such opinion in the
         circumstances, provided that the delivery within the time period
         specified above of the Parent's Annual Report on Form 10-K for such
         fiscal year (or the Parent's annual report to stockholders, if any,
         prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
         accordance with the requirements therefor and filed with the Securities
         and Exchange Commission, together with such accountant's opinion, shall
         be deemed to satisfy the requirements of this Section 7.1(b);

                  (c) UNRESTRICTED SUBSIDIARIES -- if, at the time of delivery
         of any financial statements pursuant to Section 7.1(a) or (b),
         Unrestricted Subsidiaries account for more than 10% of (i) the
         consolidated total assets of the Parent and its Subsidiaries, including
         the Company, reflected in the balance sheet included in such financial
         statements or (ii) the consolidated net sales of the Parent and its
         Subsidiaries, including the Company, reflected in the consolidated
         statement of income included in such financial statements, an unaudited
         balance sheet for all Unrestricted Subsidiaries taken as whole as at
         the end of the fiscal period included in such financial statements and
         the related unaudited



                                       16
<PAGE>   22

         statements of income, equity and cash flows for such Unrestricted
         Subsidiaries for such period, together with consolidating statements
         reflecting all eliminations or adjustments necessary to reconcile such
         group financial statements to the consolidated financial statements of
         the Parent and its Subsidiaries, including the Company, certified by a
         Senior Financial Officer as fairly presenting, in all material
         respects, the financial position of the companies being reported on as
         of the date specified and their results of operations and cash flows
         for the periods specified, subject, in the case of financial statements
         delivered pursuant to Section 7.1(a), to changes resulting from
         year-end adjustments;

                  (d) SEC AND OTHER REPORTS -- promptly upon their becoming
         available, one copy of each regular or periodic report, each
         registration statement (without exhibits except as expressly requested
         by such holder), and each prospectus and all amendments thereto
         containing information of a financial nature filed by the Parent or any
         Restricted Subsidiary, including the Company, with the Securities and
         Exchange Commission and of all press releases and other statements
         concerning a Material development made available generally by the
         Parent or any Restricted Subsidiary to the public;

                  (e) NOTICE OF DEFAULT OR EVENT OF DEFAULT -- promptly, and in
         any event within five days after a Responsible Officer becoming aware
         of the existence of any Default or Event of Default or that any Person
         has given any notice or taken any action with respect to a claimed
         default hereunder or that any Person has given any notice or taken any
         action with respect to a claimed default of the type referred to in
         Section 11(f), a written notice specifying the nature and period of
         existence thereof and what action the Parent is taking or proposes to
         take with respect thereto;

                  (f) ERISA MATTERS -- promptly, and in any event within five
         days after a Responsible Officer becoming aware of any of the
         following, a written notice setting forth the nature thereof and the
         action, if any, that the Parent or an ERISA Affiliate, including the
         Company, proposes to take with respect thereto:

                           (i) with respect to any Plan, any reportable event,
                  as defined in section 4043(b) of ERISA and the regulations
                  thereunder, for which notice thereof has not been waived
                  pursuant to such regulations as in effect on the date hereof;
                  or

                           (ii) the taking by the PBGC of steps to institute, or
                  the threatening by the PBGC of the institution of, proceedings
                  under section 4042 of ERISA for the termination of, or the
                  appointment of a trustee to administer, any Plan, or the
                  receipt by the Parent or any ERISA Affiliate, including the
                  Company, of a notice from a Multiemployer Plan that such
                  action has been taken by the PBGC with respect to such
                  Multiemployer Plan; or

                           (iii) any event, transaction or condition that could
                  result in the incurrence of any liability by the Parent or any
                  ERISA Affiliate, including the Company, pursuant to Title I or
                  IV of ERISA or the penalty or excise tax provisions of the
                  Code relating to employee benefit plans, or in the imposition
                  of any Lien on any of the rights, properties or assets of the
                  Parent or any ERISA



                                       17
<PAGE>   23

                  Affiliate, including the Company, pursuant to Title I or IV of
                  ERISA or such penalty or excise tax provisions, if such
                  liability or Lien, taken together with any other such
                  liabilities or Liens then existing, could reasonably be
                  expected to have a Material Adverse Effect;

                  (g) NOTICES FROM GOVERNMENTAL AUTHORITY -- promptly, and in
         any event within 30 days after a Responsible Officer becoming aware
         thereof, copies of any notice to the Parent, the Company or any
         Restricted Subsidiary from any federal or state Governmental Authority
         relating to any order, ruling, statute or other law or regulation that
         could reasonably be expected to have a Material Adverse Effect;

                  (h) REQUESTED INFORMATION -- with reasonable promptness, such
         other data and information relating to the business, operations,
         affairs, financial condition, assets or properties of the Parent or the
         Company or any of its Subsidiaries or relating to the ability of any of
         them to perform its obligations hereunder and under the Notes or any
         Guaranty as from time to time may be reasonably requested by any such
         holder of Notes that is an Institutional Investor; and

                  (i) SUPPLEMENTS TO AGREEMENT -- in the event an additional
         series of Notes is, or is proposed to be, issued under this Agreement,
         promptly, and in any event within 10 Business Days after execution and
         delivery thereof, a true copy of the Supplement pursuant to which such
         Notes are to be, or were, issued.

7.2.     OFFICER'S CERTIFICATE.

                  Each set of financial statements delivered to a holder of
Notes pursuant to Section 7.1(a) or (b) shall be accompanied by a certificate of
a Senior Financial Officer setting forth:

                  (a) COVENANT COMPLIANCE -- the information (including detailed
         calculations) required in order to establish whether the Parent was in
         compliance with the requirements of Section 10.1 through Section 10.7,
         inclusive, during the quarterly or annual period covered by the
         statements then being furnished (including with respect to each such
         Section, where applicable, the calculations of the maximum or minimum
         amount, ratio or percentage, as the case may be, permissible under the
         terms of such Sections, and the calculation of the amount, ratio or
         percentage then in existence); and

                  (b) EVENT OF DEFAULT -- a statement that such officer has
         reviewed the relevant terms hereof and has made, or caused to be made,
         under his or her supervision, a review of the transactions and
         conditions of the Parent and its Restricted Subsidiaries, including the
         Company, from the beginning of the quarterly or annual period covered
         by the statements then being furnished to the date of the certificate
         and that such review shall not have disclosed the existence during such
         period of any condition or event that constitutes a Default or an Event
         of Default or, if any such condition or event existed or exists
         (including any such event or condition resulting from the failure of
         the Parent, the Company or any Restricted Subsidiary to comply with any
         Environmental Law),



                                       18
<PAGE>   24

         specifying the nature and period of existence thereof and what action
         the Parent or the Company shall have taken or proposes to take with
         respect thereto.

7.3.     INSPECTION.

                  The Parent and the Company will permit the representatives of
each holder of Notes that is an Institutional Investor:

                  (a) NO DEFAULT -- if no Default or Event of Default then
         exists, at the expense of such holder and upon reasonable prior notice
         to the Company, to visit the principal executive office of the Parent
         or the Company, to discuss the affairs, finances and accounts of the
         Parent and the Company and its Restricted Subsidiaries with the
         Parent's and the Company's officers and (with the consent of the Parent
         and the Company, which consent will not be unreasonably withheld) to
         visit the other offices and properties of the Company and each
         Restricted Subsidiary, all at such reasonable times during and as often
         (but not more than twice by any holder of a Note in any calendar year)
         as may be reasonably requested in writing; and

                  (b) DEFAULT -- if a Default or Event of Default then exists,
         at the expense of the Company to visit and inspect any of the offices
         or properties of the Parent, the Company or any Subsidiary, to examine
         all their respective books of account, records, reports and other
         papers, to make copies and extracts therefrom, and to discuss their
         respective affairs, finances and accounts with their respective
         officers and independent public accountants (and by this provision the
         Parent and the Company authorize said accountants to discuss the
         affairs, finances and accounts of the Parent and the Company and its
         Subsidiaries), all at such times and as often as may be requested.

Prior to or concurrently with any inspection pursuant to this Section 7, the
holder, if requested by the Company, shall have entered into a confidentiality
agreement with the Company, reasonably satisfactory to it and the Company, so as
to avoid any disclosure obligation on the Company under Regulation FD under the
Exchange Act.

8.       PREPAYMENT OF THE SERIES 2001-A NOTES.

8.1.     NO SCHEDULED PREPAYMENTS.

                  No regularly scheduled prepayments are due on the Series
2001-A Notes prior to their stated maturity.

8.2.     OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT.

                  The Company may, at its option, upon notice as provided below,
prepay at any time all, or from time to time any part of, the Notes of any
series (treating the Series 2001-A Notes as a single series) in an amount not
less than $2,000,000 in the aggregate in the case of a partial prepayment, at
100% of the principal amount so prepaid, plus the Make-Whole Amount determined
for the prepayment date with respect to such principal amount. The Company will
give each holder of Notes of the series to be prepaid written notice of each
optional prepayment



                                       19
<PAGE>   25

under this Section 8.2 not less than 30 days and not more than 60 days prior to
the date fixed for such prepayment. Each such notice shall specify such date,
the aggregate principal amount of the Notes to be prepaid on such date, the
principal amount of each Note held by such holder to be prepaid (determined in
accordance with Section 8.3), and the interest to be paid on the prepayment date
with respect to such principal amount being prepaid, and shall be accompanied by
a certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such
notice were the date of the prepayment), setting forth the details of such
computation. Two Business Days prior to such prepayment, the Company shall
deliver to each holder of Notes of the series to be prepaid a certificate of a
Senior Financial Officer specifying the calculation of such Make-Whole Amount as
of the specified prepayment date.

8.3.     ALLOCATION OF PARTIAL PREPAYMENTS.

                  In the case of each partial prepayment of the Notes, the
principal amount of the Notes of the series to be prepaid (treating the Series
2001-A Notes as a single series) shall be allocated among all of the Notes of
such series at the time outstanding in proportion, as nearly as practicable, to
the respective unpaid principal amounts thereof not theretofore called for
prepayment.

8.4.     MATURITY; SURRENDER, ETC.

                  In the case of each prepayment of Notes pursuant to this
Section 8, the principal amount of each Note to be prepaid shall mature and
become due and payable on the date fixed for such prepayment, together with
interest on such principal amount accrued to such date and the applicable
Make-Whole Amount, if any. From and after such date, unless the Company shall
fail to pay such principal amount when so due and payable, together with the
interest and Make-Whole Amount, if any, as aforesaid, interest on such principal
amount shall cease to accrue. Any Note paid or prepaid in full shall be
surrendered to the Company and canceled and shall not be reissued, and no Note
shall be issued in lieu of any prepaid principal amount of any Note.

8.5.     PURCHASE OF NOTES.

                  The Parent and the Company will not, and will not permit any
Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except upon the payment or prepayment
of the Notes in accordance with the terms of this Agreement and the Notes. The
Company will promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment, prepayment or purchase of Notes pursuant to any provision of
this Agreement and no Notes may be issued in substitution or exchange for any
such Notes.

8.6.     MAKE-WHOLE AMOUNT.

                  The term "MAKE-WHOLE AMOUNT" means, with respect to any Note,
an amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided



                                       20
<PAGE>   26

that the Make-Whole Amount may in no event be less than zero. For the purposes
of determining the Make-Whole Amount, the following terms have the following
meanings:

                  "CALLED PRINCIPAL" means, with respect to any Note, the
         principal of such Note that is to be prepaid pursuant to Section 8.2 or
         has become or is declared to be immediately due and payable pursuant to
         Section 12.1, as the context requires.

                  "DISCOUNTED VALUE" means, with respect to the Called Principal
         of any Note, the amount obtained by discounting all Remaining Scheduled
         Payments with respect to such Called Principal from their respective
         scheduled due dates to the Settlement Date with respect to such Called
         Principal, in accordance with accepted financial practice and at a
         discount factor (applied on the same periodic basis as that on which
         interest on the Notes is payable) equal to the Reinvestment Yield with
         respect to such Called Principal.

                  "REINVESTMENT YIELD" means, with respect to the Called
         Principal of any Note, 0.50% over the yield to maturity implied by (i)
         the yields reported, as of 10:00 A.M. (New York City time) on the
         second Business Day preceding the Settlement Date with respect to such
         Called Principal, on the display designated as the "PX1 Screen" on the
         Bloomberg Financial Market Service (or such other display as may
         replace the PX1 Screen on Bloomberg Financial Market Service) for
         actively traded U.S. Treasury securities having a maturity equal to the
         Remaining Average Life of such Called Principal as of such Settlement
         Date, or (ii) if such yields are not reported as of such time or the
         yields reported as of such time are not ascertainable, the Treasury
         Constant Maturity Series Yields reported, for the latest day for which
         such yields have been so reported as of the second Business Day
         preceding the Settlement Date with respect to such Called Principal, in
         Federal Reserve Statistical Release H.15 (519) (or any comparable
         successor publication) for actively traded U.S. Treasury securities
         having a constant maturity equal to the Remaining Average Life of such
         Called Principal as of such Settlement Date. Such implied yield will be
         determined, if necessary, by (a) converting U.S. Treasury bill
         quotations to bond-equivalent yields in accordance with accepted
         financial practice and (b) interpolating linearly between (1) the
         actively traded U.S. Treasury security with the maturity closest to and
         greater than the Remaining Average Life and (2) the actively traded
         U.S. Treasury security with the maturity closest to and less than the
         Remaining Average Life.

                  "REMAINING AVERAGE LIFE" means, with respect to any Called
         Principal, the number of years (calculated to the nearest one-twelfth
         year) obtained by dividing (i) such Called Principal into (ii) the sum
         of the products obtained by multiplying (a) the principal component of
         each Remaining Scheduled Payment with respect to such Called Principal
         by (b) the number of years (calculated to the nearest one-twelfth year)
         that will elapse between the Settlement Date with respect to such
         Called Principal and the scheduled due date of such Remaining Scheduled
         Payment.

                  "REMAINING SCHEDULED PAYMENTS" means, with respect to the
         Called Principal of any Note, all payments of such Called Principal and
         interest thereon that would be due



                                       21
<PAGE>   27

         after the Settlement Date with respect to such Called Principal if no
         payment of such Called Principal were made prior to its scheduled due
         date, provided that if such Settlement Date is not a date on which
         interest payments are due to be made under the terms of the Notes in
         question, then the amount of the next succeeding scheduled interest
         payment will be reduced by the amount of interest accrued to such
         Settlement Date and required to be paid on such Settlement Date
         pursuant to Section 8.2 or 12.1.

                  "SETTLEMENT DATE" means, with respect to the Called Principal
         of any Note, the date on which such Called Principal is to be prepaid
         pursuant to Section 8.2 or has become or is declared to be immediately
         due and payable pursuant to Section 12.1, as the context requires.

9.       AFFIRMATIVE COVENANTS.

                  Each of the Parent and the Company covenants that so long as
any of the Notes are outstanding:

9.1.     COMPLIANCE WITH LAW.

                  The Parent and the Company will, and will cause each other
Subsidiary to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including Environmental Laws, and
will obtain and maintain in effect all licenses, certificates, permits,
franchises and other governmental authorizations necessary to the ownership of
their respective properties or to the conduct of their respective businesses, in
each case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or
maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

9.2.     INSURANCE.

                  The Parent and the Company will, and will cause each other
Restricted Subsidiary to, maintain, with financially sound and reputable
insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in
such amounts (including deductibles, co-insurance and self-insurance, if
adequate reserves are maintained with respect thereto) as is customary in the
case of entities of established reputations engaged in the same or a similar
business and similarly situated.

9.3.     MAINTENANCE OF PROPERTIES.

                  The Parent and the Company will, and will cause each
Restricted Subsidiary to, maintain and keep, or cause to be maintained and kept,
their respective properties in good repair, working order and condition (other
than ordinary wear and tear), so that the business carried on in connection
therewith may be properly conducted at all times, provided that this Section 9.3
shall not prevent the Parent, the Company or any other Restricted Subsidiary
from discontinuing the operation and the maintenance of any of its properties if
such discontinuance is desirable in



                                       22
<PAGE>   28

the conduct of its business and the Parent has concluded that such
discontinuance could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

9.4.     PAYMENT OF TAXES AND CLAIMS.

                  The Parent and the Company will, and will cause each other
Subsidiary to, file all tax returns required to be filed in any jurisdiction and
to pay and discharge all taxes shown to be due and payable on such returns and
all other taxes, assessments, governmental charges, or levies imposed on them or
any of their properties, assets, income or franchises, to the extent such taxes
and assessments have become due and payable and before they have become
delinquent and all claims for which sums have become due and payable that have
or might become a Lien on properties or assets of the Parent or any Subsidiary,
including the Company, provided that neither the Parent nor any Subsidiary,
including the Company, need pay any such tax or assessment or claims if (i) the
amount, applicability or validity thereof is contested by the Parent, or such
Subsidiary, including the Company, on a timely basis in good faith and in
appropriate proceedings, and the Parent or a Subsidiary, including the Company,
has established adequate reserves therefor in accordance with GAAP on the books
of the Parent or such Subsidiary, including the Company, or (ii) the nonpayment
of all such taxes and assessments in the aggregate could not reasonably be
expected to have a Material Adverse Effect.

9.5.     CORPORATE EXISTENCE, ETC.

                  Subject to Section 10.6 and to the Migration, each of the
Parent and the Company will at all times preserve and keep in full force and
effect its corporate existence. Subject to Sections 10.5 and 10.6, the Parent
and the Company will at all times preserve and keep in full force and effect the
corporate existence of each other Restricted Subsidiary (unless merged into the
Parent or a Restricted Subsidiary) and all rights and franchises of the Parent
and its Restricted Subsidiaries, including the Company, unless, in the good
faith judgment of the Parent, the termination of or failure to preserve and keep
in full force and effect such corporate existence, right or franchise could not,
individually or in the aggregate, have a Material Adverse Effect.

10.      NEGATIVE COVENANTS.

                  Each of the Parent and the Company covenants that so long as
any of the Notes are outstanding:

10.1.    INDEBTEDNESS; PRIORITY DEBT.

                  The Parent will not permit at any time:

                  (a) the ratio of Consolidated Senior Debt (as of any date of
         determination) to EBITDAR (for the Company's then most recently
         completed four fiscal quarters) to be greater than 3.5 to 1.0; or

                  (b) Priority Debt to exceed 15% of Consolidated Net Worth.



                                       23
<PAGE>   29

10.2.    FIXED CHARGE RATIO

                  The Parent will not permit the ratio (calculated as of the end
of each fiscal quarter) of EBITDAR to Fixed Charges for the period of four
quarters ending as of the last day of each fiscal quarter to be less than 1.5 to
1.0.

10.3.    ADJUSTED CONSOLIDATED NET WORTH.

                  The Company will not permit Consolidated Net Worth at any time
to be less than (i) $800,000,000 plus (ii) the cumulative sum of 50% of
Consolidated Net Income (but only if a positive number) for each fiscal quarter
ending after March 31, 2001.

10.4.    LIENS.

                  The Parent and the Company will not, and will not permit any
other Restricted Subsidiary to, permit to exist, create, assume or incur,
directly or indirectly, any Lien on its properties or assets, whether now owned
or hereafter acquired (unless, concurrently with the incurrence, assumption or
creation of such Lien, the Parent and the Company make, or cause to be made,
effective provision whereby the Notes are equally and ratably secured by a Lien
on the same property or assets, including the execution of an intercreditor
agreement, in form satisfactory to holders of the Notes, between such holders
and the holders of other Indebtedness secured by a Lien on such property),
except:

                  (a) Liens for taxes, assessments or governmental charges not
         then due and payable or the nonpayment of which is permitted by Section
         9.4;

                  (b) Liens incidental to the conduct of business or the
         ownership of properties and assets (including landlords', lessors',
         carriers', warehousemen's, mechanics', materialmen's and other similar
         Liens) and Liens to secure the performance of bids, tenders, leases or
         trade contracts, or to secure statutory obligations (including
         obligations under workers compensation, unemployment insurance and
         other social security legislation), surety or appeal bonds or other
         Liens of like general nature incurred in the ordinary course of
         business and not in connection with the borrowing of money;

                  (c) any attachment or judgment Lien, unless the judgment it
         secures has not, within 60 days after the entry thereof, been
         discharged or execution thereof stayed pending appeal, or has not been
         discharged within 60 days after the expiration of any such stay;

                  (d) Liens securing Indebtedness of a Restricted Subsidiary to
         the Parent or to another Restricted Subsidiary, including the Company;

                  (e) Liens existing on property or assets of the Parent or any
         Restricted Subsidiary, including the Company, as of the date of this
         Agreement that are described in Schedule 10.4;



                                       24
<PAGE>   30

                  (f) encumbrances in the nature of leases, subleases, zoning
         restrictions, easements, rights of way and other rights and
         restrictions of record on the use of real property, minor survey
         exceptions and defects in title incidental to the ownership of property
         or assets or to the ordinary conduct of business, which, individually
         and in the aggregate, do not materially impair the use or value of the
         property or assets subject thereto;

                  (g) Liens of a consignor of merchandise to the Parent or a
         Restricted Subsidiary, including the Company, on such consignor's
         merchandise and Liens of lessors of equipment to the Parent or a
         Restricted Subsidiary, including the Company, on such lessor's leased
         equipment;

                  (h) Liens (i) existing on property at the time of its
         acquisition by the Parent or a Restricted Subsidiary, including the
         Company, and not created in contemplation thereof, whether or not the
         Indebtedness secured by such Lien is assumed by the Parent or a
         Restricted Subsidiary, including the Company; or (ii) on property
         created contemporaneously with its acquisition or construction or
         within 365 days of the acquisition or completion of construction
         thereof to secure or provide for all or a portion of the purchase price
         or cost of construction of such property after the date of Closing; or
         (iii) existing on property of a Person at the time such Person is
         merged or consolidated with, or becomes a Restricted Subsidiary of, or
         substantially all of its assets are acquired by, the Parent or a
         Restricted Subsidiary, including the Company, and not created in
         contemplation thereof; provided that, in the case of clauses (i), (ii)
         and (iii), such Liens do not extend to additional property of the
         Parent or any Restricted Subsidiary, including the Company, and that
         the aggregate principal amount of Indebtedness secured by each such
         Lien does not exceed the lesser of the cost of acquisition or
         construction or the fair market value (as determined in good faith by
         one or more officers to whom authority to enter into the transaction
         has been delegated by the Board of Directors of the Parent) of the
         property subject thereto;

                  (i) Liens resulting from extensions, renewals or replacements
         of Liens permitted by paragraphs (d), (e), (g) and (h), provided that
         (i) there is no increase in the principal amount or decrease in
         maturity of the Indebtedness secured thereby at the time of such
         extension, renewal or replacement, (ii) any new Lien attaches only to
         the same property theretofore subject to such earlier Lien and (iii)
         immediately after such extension, renewal or replacement no Default or
         Event of Default would exist; and

                  (j) additional Liens securing Indebtedness not otherwise
         permitted by paragraphs (a) through (i) above, provided that, at the
         time of creation, assumption or incurrence thereof and immediately
         after giving effect thereto and to the application of the proceeds
         therefrom, Priority Debt does not exceed 15% of Consolidated Net Worth.

10.5.    SALE OF ASSETS.

                  Except as permitted by Section 10.6, the Parent and the
Company will not, and will not permit any other Restricted Subsidiary to, sell,
lease, transfer or otherwise dispose of,



                                       25
<PAGE>   31

including by way of merger (collectively a "Disposition"), any assets, including
capital stock of Restricted Subsidiaries, in one or more transactions, to any
Person, other than (a) Dispositions in the ordinary course of business, (b)
Dispositions by the Parent or the Company to a Restricted Subsidiary, including
the Company, or by a Restricted Subsidiary to the Parent or another Restricted
Subsidiary, including the Company, or (c) Dispositions not otherwise permitted
by this Section 10.5, provided that the aggregate net book value of all assets
so disposed of in any fiscal year pursuant to this Section 10.5(c) does not
exceed 10% of Consolidated Total Assets as of the end of the immediately
preceding fiscal year. Notwithstanding the foregoing, the Parent and the Company
may, or may permit any other Restricted Subsidiary to, make a Disposition and
the assets subject to such Disposition shall not be subject to or included in
the foregoing limitation and computation contained in clause (c) of the
preceding sentence to the extent that (x) such assets are leased back by the
Parent or any Restricted Subsidiary, including the Company, as lessee, within
365 days of the original acquisition or construction thereof by the Parent or
such Restricted Subsidiary, including the Company, or (y) the net proceeds from
such Disposition are within 365 days of such Disposition (A) reinvested in
productive assets by the parent or a Restricted Subsidiary, including the
Company, consistent with Section 10.9 or (B) applied to the payment or
prepayment of any outstanding Senior Debt of the Parent or any Restricted
Subsidiary, including the Company. For purposes of clause (B), the Company shall
offer to prepay (not less than 30 or more than 60 days following such offer) the
Notes on a pro rata basis with such other Senior Debt at a price of 100% of the
principal amount of the Notes to be prepaid (without any Make-Whole Amount)
together with interest accrued to the date of prepayment; provided that if any
holder of the Notes declines such offer, the proceeds that would have been paid
to such holder shall be offered pro rata to the other holders of the Notes that
have accepted the offer. A failure by a holder of Notes to respond in writing
not later than 10 days prior to the proposed prepayment date to an offer to
prepay made pursuant to this Section 10.5 shall be deemed to constitute a
rejection of such offer by such holder.

10.6.    MERGERS, CONSOLIDATIONS, ETC.

                  The Parent and the Company will not, and will not permit any
other Restricted Subsidiary to, consolidate with or merge with any other Person
or convey, transfer, sell or lease all or substantially all of its assets in a
single transaction or series of transactions to any Person except that:

                  (a) the Company may consolidate or merge with any other Person
         or convey, transfer, sell or lease all or substantially all of its
         assets in a single transaction or series of transactions to any Person,
         provided that:

                           (i) the successor formed by such consolidation or the
                  survivor of such merger or the Person that acquires by
                  conveyance, transfer, sale or lease of all or substantially
                  all of the assets of the Company as an entirety, as the case
                  may be, shall be a solvent corporation organized and existing
                  under the laws of the United States or any state thereof
                  (including the District of Columbia), and, if the Company is
                  not such corporation, such corporation (x) shall have executed
                  and delivered to each holder of any Notes its assumption of
                  the due and punctual performance and observance of each
                  covenant and condition of this Agreement



                                       26
<PAGE>   32

                  and the Notes and (y) shall have caused to be delivered to
                  each holder of any Notes an opinion of independent counsel
                  reasonably satisfactory to the Required Holders, to the effect
                  that all agreements or instruments effecting such assumption
                  are enforceable in accordance with their terms and comply with
                  the terms hereof; and

                           (ii) immediately before and after giving effect to
                  such transaction, no Default or Event of Default shall exist;

                  (b) the Parent may consolidate or merge with any other Person
         or convey, transfer, sell or lease all or substantially all of its
         assets in a single transaction or series of transactions to any Person,
         provided that:

                           (i) the successor formed by such consolidation or the
                  survivor of such merger or the Person that acquires by
                  conveyance, transfer, sale or lease of all or substantially
                  all of the assets of the Parent as an entirety, as the case
                  may be, shall be a solvent corporation organized and existing
                  under the laws of the United States or any state thereof
                  (including the District of Columbia), and, if the Parent is
                  not such corporation, such corporation (x) shall have executed
                  and delivered to each holder of any Notes its assumption of
                  the due and punctual performance and observance of each
                  covenant and condition of this Agreement and the Parent
                  Guaranty and (y) shall have caused to be delivered to each
                  holder of any Notes an opinion of independent counsel
                  reasonably satisfactory to the Required Holders, to the effect
                  that all agreements or instruments effecting such assumption
                  are enforceable in accordance with their terms and comply with
                  the terms hereof; and

                           (ii) immediately before and after giving effect to
                  such transaction, no Default or Event of Default shall exist;
                  and

                  (c) any Restricted Subsidiary other than the Company may (x)
         merge into the Parent or the Company (provided that the Parent or the
         Company is the surviving corporation) or another Restricted Subsidiary
         or (y) sell, transfer or lease all or any part of its assets to the
         Parent or another Restricted Subsidiary, including the Company, or (z)
         merge or consolidate with, or sell, transfer or lease all or
         substantially all of its assets to, any Person in a transaction that is
         permitted by Section 10.5 or, as a result of which, such Person becomes
         a Restricted Subsidiary; provided in each instance set forth in clauses
         (x) through (z) that, immediately before and after giving effect
         thereto, there shall exist no Default or Event of Default;

Anything in this Section 10.6 to the contrary notwithstanding, the Parent may
effect the Migration. No such conveyance, transfer, sale or lease of all or
substantially all of the assets of the Parent or the Company shall have the
effect of releasing the Parent or the Company or any successor corporation that
shall theretofore have become such in the manner prescribed in this Section 10.6
from its liability under this Agreement, the Notes or the Parent Guaranty, as
the case may be.



                                       27
<PAGE>   33

10.7.    DISPOSITION OF STOCK OF RESTRICTED SUBSIDIARIES.

                  The Parent and the Company (i) will not permit any Restricted
Subsidiary, including the Company, to issue its capital stock, or any warrants,
rights or options to purchase, or securities convertible into or exchangeable
for, such capital stock, to any Person other than the Parent, the Company or
another Wholly Owned Restricted Subsidiary or any Person that, at the time of
creation thereof, was the minority owner of such Restricted Subsidiary, and (ii)
will not, and will not permit any other Restricted Subsidiary to, sell, transfer
or otherwise dispose of any shares of capital stock of a Restricted Subsidiary
if such sale would be prohibited by Section 10.5. If a Restricted Subsidiary at
any time ceases to be such as a result of a sale or issuance of its capital
stock, any Liens on property of the Parent or any other Restricted Subsidiary,
including the Company, securing Indebtedness owed to such Restricted Subsidiary,
which is not contemporaneously repaid, together with such Indebtedness, shall be
deemed to have been incurred by the Parent or such other Restricted Subsidiary,
including the Company, as the case may be, at the time such Restricted
Subsidiary ceases to be a Restricted Subsidiary.

10.8.    DESIGNATION OF UNRESTRICTED AND RESTRICTED SUBSIDIARIES.

                  The Parent may designate any Restricted Subsidiary other than
the Company or a Subsidiary Guarantor as an Unrestricted Subsidiary and any
Unrestricted Subsidiary as a Restricted Subsidiary; provided that,

                  (a) if such Subsidiary initially is designated a Restricted
         Subsidiary, then such Restricted Subsidiary may be subsequently
         designated as an Unrestricted Subsidiary and such Unrestricted
         Subsidiary may be subsequently designated as a Restricted Subsidiary,
         but no further changes in designation may be made;

                  (b) if such Subsidiary initially is designated an Unrestricted
         Subsidiary, then such Unrestricted Subsidiary may be subsequently
         designated as a Restricted Subsidiary and such Restricted Subsidiary
         may be subsequently designated as an Unrestricted Subsidiary, but no
         further changes in designation may be made;

                  (c) the Parent may not designate a Restricted Subsidiary as an
         Unrestricted Subsidiary unless: (i) such Restricted Subsidiary does not
         own, directly or indirectly, any Indebtedness or capital stock of the
         Company or any other Restricted Subsidiary, (ii) such designation,
         considered as a sale of assets, is permitted pursuant to Sections 10.5
         through 10.7, inclusive, and (iii) immediately before and after such
         designation there exists no Default or Event of Default; and

                  (d) each Subsidiary Guarantor must be designated a Restricted
         Subsidiary.

10.9.    NATURE OF BUSINESS.

                  The Parent and the Company will not, and will not permit any
Restricted Subsidiary to, engage in any business if, as a result, the general
nature of the business in which the Parent and the Company and its Restricted
Subsidiaries, taken as a whole, would then be



                                       28
<PAGE>   34

engaged would be substantially changed from the general nature of the business
in which the Parent and the Company and its Restricted Subsidiaries, taken as a
whole, are engaged on the date of this Agreement.

10.10.   TRANSACTIONS WITH AFFILIATES.

                  The Parent and the Company will not and will not permit any
Restricted Subsidiary to enter into directly or indirectly any Material
transaction or Material group of related transactions (including the purchase,
lease, sale or exchange of properties of any kind or the rendering of any
service) with any Affiliate (other than the Parent, the Company or another
Restricted Subsidiary), except in the ordinary course and pursuant to the
reasonable requirements of the Company's and such Subsidiary's business and upon
fair and reasonable terms no less favorable to the Parent, the Company or such
Restricted Subsidiary than would be obtainable in a comparable arm's-length
transaction with a Person not an Affiliate.

10.11.   GUARANTIES.

                  The Parent and the Company will not permit any Subsidiary to
become, and the Parent will not become, a guarantor of Indebtedness owed to
banks under the Credit Agreement or to directly or indirectly guarantee any of
the Company's or the Parent's Indebtedness or other obligations unless such
Subsidiary or the Parent, as the case may be, is, or concurrently therewith
becomes, a party to the Subsidiary Guaranty or the Parent Guaranty, as
appropriate.

11.      EVENTS OF DEFAULT.

                  An "EVENT OF DEFAULT" shall exist if any of the following
conditions or events shall occur and be continuing:

                  (a) the Company defaults in the payment of any principal or
         Make-Whole Amount, if any, on any Note when the same becomes due and
         payable, whether at maturity or at a date fixed for prepayment or by
         declaration or otherwise; or

                  (b) the Company defaults in the payment of any interest on any
         Note for more than five Business Days after the same becomes due and
         payable; or

                  (c) the Parent or the Company defaults in the performance of
         or compliance with any term contained in Sections 7.1(e) or Sections
         10.1 through 10.11; or

                  (d) the Parent or the Company defaults in the performance of
         or compliance with any term contained herein (other than those referred
         to in paragraphs (a), (b) and (c) of this Section 11) and such default
         is not remedied within 30 days after the earlier of (i) a Responsible
         Officer obtaining actual knowledge of such default and (ii) the Company
         receiving written notice of such default from any holder of a Note; or

                  (e) any representation or warranty made in writing by or on
         behalf of the Parent, the Company or any Subsidiary Guarantor or by any
         officer of any of them in this



                                       29
<PAGE>   35

         Agreement, the Parent Guaranty or the Subsidiary Guaranty or in any
         writing furnished in connection with the transactions contemplated
         hereby proves to have been false or incorrect in any material respect
         on the date as of which made; or

                  (f) (i) the Parent, the Company or any Restricted Subsidiary
         is in default (as principal or as guarantor or other surety) in the
         payment of any principal of or premium or make-whole amount or interest
         aggregating $1,000,000 or more on any Indebtedness that is outstanding
         in an aggregate principal amount in excess of 2% of Consolidated Net
         Worth (as of the end of the most recently completed fiscal period of
         the Parent) beyond any period of grace provided with respect thereto or
         (ii) the Parent, the Company or any Restricted Subsidiary is in default
         in the performance of or compliance with any term of any evidence of
         any Indebtedness that is outstanding in an aggregate principal amount
         in excess of 2% of Consolidated Net Worth (as of the end of the most
         recently completed fiscal period of the Parent) or of any mortgage,
         indenture or other agreement relating thereto or any other condition
         exists, and as a consequence of such default or condition such
         Indebtedness has become, or has been declared, due and payable before
         its stated maturity or before its regularly scheduled dates of payment;
         or

                  (g) the Parent, the Company or any Restricted Subsidiary (i)
         is generally not paying, or admits in writing its inability to pay, its
         debts as they become due, (ii) files, or consents by answer or
         otherwise to the filing against it of, a petition for relief or
         reorganization or arrangement or any other petition in bankruptcy, for
         liquidation or to take advantage of any bankruptcy, insolvency,
         reorganization, moratorium or other similar law of any jurisdiction,
         (iii) makes an assignment for the benefit of its creditors, (iv)
         consents to the appointment of a custodian, receiver, trustee or other
         officer with similar powers with respect to it or with respect to any
         substantial part of its property, (v) is adjudicated as insolvent or to
         be liquidated, or (vi) takes corporate action for the purpose of any of
         the foregoing; or

                  (h) a court or governmental authority of competent
         jurisdiction enters an order appointing, without consent by the Parent,
         the Company or any Restricted Subsidiary, a custodian, receiver,
         trustee or other officer with similar powers with respect to it or with
         respect to any substantial part of its property, or constituting an
         order for relief or approving a petition for relief or reorganization
         or any other petition in bankruptcy or for liquidation or to take
         advantage of any bankruptcy or insolvency law of any jurisdiction, or
         ordering the dissolution, winding-up or liquidation of the Parent, the
         Company or any Restricted Subsidiary, or any such petition shall be
         filed against the Parent, the Company or any Restricted Subsidiary and
         such petition shall not be dismissed within 60 days; or

                  (i) a final judgment or judgments for the payment of money
         aggregating 2% or more of Consolidated Net Worth (as of the end of the
         most recently completed fiscal period of the Parent) are rendered
         against one or more of the Parent, the Company and any Restricted
         Subsidiaries, which judgments are not, within 60 days after entry
         thereof, bonded, discharged or stayed pending appeal, or are not
         discharged within 60 days after the expiration of such stay; or



                                       30
<PAGE>   36

                  (j) if (i) any Plan shall fail to satisfy the minimum funding
         standards of ERISA or the Code for any plan year or part thereof or a
         waiver of such standards or extension of any amortization period is
         sought or granted under section 412 of the Code, (ii) a notice of
         intent to terminate any Plan shall have been or is reasonably expected
         to be filed with the PBGC or the PBGC shall have instituted proceedings
         under ERISA section 4042 to terminate or appoint a trustee to
         administer any Plan or the PBGC shall have notified the Parent or any
         ERISA Affiliate, including the Company, that a Plan may become a
         subject of any such proceedings, (iii) the aggregate "amount of
         unfunded benefit liabilities" (within the meaning of section
         4001(a)(18) of ERISA) under all Plans, determined in accordance with
         Title IV of ERISA, shall equal or exceed 2% of Consolidated Net Worth
         (as of the end of the most recently completed fiscal period of the
         Parent), (iv) the Parent or any ERISA Affiliate, including the Company,
         shall have incurred or is reasonably expected to incur any liability
         pursuant to Title I or IV of ERISA or the penalty or excise tax
         provisions of the Code relating to employee benefit plans, (v) the
         Parent or any ERISA Affiliate, including the Company, withdraws from
         any Multiemployer Plan, or (vi) the Parent or any Subsidiary, including
         the Company, establishes or amends any employee welfare benefit plan
         that provides post-employment welfare benefits in a manner that would
         increase the liability of the Parent or any Subsidiary, including the
         Company, thereunder; and any such event or events described in clauses
         (i) through (vi) above, either individually or together with any other
         such event or events, could reasonably be expected to have a Material
         Adverse Effect;

                  (k) the Parent or any Subsidiary Guarantor defaults in the
         performance of or compliance with any term contained in the Parent
         Guaranty or the Subsidiary Guaranty or either of the Guaranties ceases
         to be in full force and effect as a result of acts taken by the
         Company, the Parent or any Subsidiary Guarantor, as the case may be,
         except as provided in Section 22 as to the Subsidiary Guaranty, or is
         declared to be null and void in whole or in material part by a court or
         other governmental or regulatory authority having jurisdiction or the
         validity or enforceability thereof shall be contested by any of the
         Parent, the Company or any Subsidiary Guarantor or any of them
         renounces any of the same or denies that it has any or further
         liability thereunder.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in section 3 of ERISA.

12.      REMEDIES ON DEFAULT, ETC.

12.1.    ACCELERATION.

                  (a) If an Event of Default with respect to the Parent or the
         Company described in paragraph (g) or (h) of Section 11 (other than an
         Event of Default described in clause (i) of paragraph (g) or described
         in clause (vi) of paragraph (g) by virtue of the fact that such clause
         encompasses clause (i) of paragraph (g)) has occurred, all the Series
         2001-A Notes then outstanding shall automatically become immediately
         due and payable.



                                       31
<PAGE>   37

                  (b) If any other Event of Default has occurred and is
         continuing, any holder or holders of more than 50% in principal amount
         of the Series 2001-A Notes at the time outstanding may at any time at
         its or their option, by notice or notices to the Company, declare all
         Series 2001-A Notes then outstanding to be immediately due and payable.

                  (c) If any Event of Default described in paragraph (a) or (b)
         of Section 11 has occurred and is continuing, any holder or holders of
         Series 2001-A Notes at the time outstanding affected by such Event of
         Default may at any time, at its or their option, by notice or notices
         to the Company, declare all the Series 2001-A Notes held by it or them
         to be immediately due and payable.

                  Upon any Series 2001-A Notes becoming due and payable under
this Section 12.1, whether automatically or by declaration, such Series 2001-A
Notes will forthwith mature and the entire unpaid principal amount of such
Series 2001-A Notes, plus (x) all accrued and unpaid interest thereon and (y)
the Make-Whole Amount determined in respect of such principal amount (to the
full extent permitted by applicable law), shall all be immediately due and
payable, in each and every case without presentment, demand, protest or further
notice, all of which are hereby waived. The Company acknowledges, and the
parties hereto agree, that each holder of a Series 2001-A Note has the right to
maintain its investment in the Series 2001-A Notes free from repayment by the
Company (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Company in the event that the Series
2001-A Notes are prepaid or are accelerated as a result of an Event of Default,
is intended to provide compensation for the deprivation of such right under such
circumstances.

12.2.    OTHER REMEDIES.

                  If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any Note
at the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding,
whether for the specific performance of any agreement contained herein or in any
Note, or for an injunction against a violation of any of the terms hereof or
thereof, or in aid of the exercise of any power granted hereby or thereby or by
law or otherwise.

12.3.    RESCISSION.

                  At any time after any Series 2001-A Notes have been declared
due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of
more than 50% in principal amount of the Series 2001-A Notes then outstanding,
by written notice to the Company, may rescind and annul any such declaration and
its consequences if (a) the Company has paid all overdue interest on the Series
2001-A Notes, all principal of and Make-Whole Amount, if any, on any Series
2001-A Notes that are due and payable and are unpaid other than by reason of
such declaration, and all interest on such overdue principal and Make-Whole
Amount, if any, and (to the extent permitted by applicable law) any overdue
interest in respect of the Series 2001-A Notes, at the Default Rate, (b) all
Events of Default and Defaults, other than non-payment of amounts that have
become due solely by reason of such declaration, have been cured or have been
waived



                                       32
<PAGE>   38

pursuant to Section 17, and (c) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Series 2001-A Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

12.4.    NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

                  No course of dealing and no delay on the part of any holder of
any Note in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such holder's rights, powers or remedies. No
right, power or remedy conferred by this Agreement or by any Note upon any
holder thereof shall be exclusive of any other right, power or remedy referred
to herein or therein or now or hereafter available at law, in equity, by statute
or otherwise. Without limiting the obligations of the Company under Section 15,
the Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys' fees, expenses and disbursements.

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1.    REGISTRATION OF NOTES.

                  The Company shall keep at its principal executive office a
register for the registration and registration of transfers of Notes. The name
and address of each holder of one or more Notes, each transfer thereof and the
name and address of each transferee of one or more Notes shall be registered in
such register. Prior to due presentment for registration of transfer, the Person
in whose name any Note shall be registered shall be deemed and treated as the
owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to
any holder of a Note that is an Institutional Investor, promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.

13.2.    TRANSFER AND EXCHANGE OF NOTES.

                  Upon surrender of any Note at the principal executive office
of the Company for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or his attorney duly authorized in writing and accompanied by the address
for notices of each transferee of such Note or part thereof), the Company shall
execute and deliver within five Business Days, at the Company's expense (except
as provided below), one or more new Notes (as requested by the holder thereof)
of the same series and tranche in exchange therefor, in an aggregate principal
amount equal to the unpaid principal amount of the surrendered Note. Each such
new Note shall be payable to such Person as such holder may request and shall be
substantially in the form of the Note established for such series. Each such new
Note shall be dated and bear interest from the date to which interest shall have
been paid on the surrendered Note or dated the date of the surrendered Note if
no interest shall have been paid thereon. The Company may require payment of a
sum sufficient to cover any stamp tax or



                                       33
<PAGE>   39

governmental charge imposed in respect of any such transfer of Notes. Notes
shall not be transferred in denominations of less than $500,000, provided that
if necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than $500,000. Any
transferee, by its acceptance of a Note registered in its name (or the name of
its nominee), shall be deemed to have made the representation set forth in
Section 6.2.

13.3.    REPLACEMENT OF NOTES.

                  Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Note (which evidence shall be, in the case of an Institutional
Investor, notice from such Institutional Investor of such ownership and such
loss, theft, destruction or mutilation), and

                  (a) in the case of loss, theft or destruction, of indemnity
         reasonably satisfactory to it (provided that if the holder of such Note
         is, or is a nominee for, an original Purchaser or another holder of a
         Note that is an Institutional Investor with a minimum net worth of at
         least $50,000,000, such Person's own unsecured agreement of indemnity
         shall be deemed to be satisfactory), or

                  (b) in the case of mutilation, upon surrender and cancellation
         thereof,

the Company at its own expense shall execute and deliver within five Business
Days, in lieu thereof, a new Note of the same series and tranche, dated and
bearing interest from the date to which interest shall have been paid on such
lost, stolen, destroyed or mutilated Note or dated the date of such lost,
stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

14.      PAYMENTS ON NOTES.

14.1.    PLACE OF PAYMENT.

                  Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be made
in Chicago, Illinois at the principal office of Bank of America in such
jurisdiction. The Company may at any time, by notice to each holder of a Note,
change the place of payment of the Notes so long as such place of payment shall
be either the principal office of the Company in such jurisdiction or the
principal office of a bank or trust company in such jurisdiction.

14.2.    HOME OFFICE PAYMENT.

                  So long as you or your nominee shall be the holder of any
Note, and notwithstanding anything contained in Section 14.1 or in such Note to
the contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount, if any, and interest by the method and at the
address specified for such purpose below your name in Schedule A, or by such
other method or at such other address as you shall have from time to time
specified to the Company in writing for such purpose, without the presentation
or surrender of




                                       34
<PAGE>   40

such Note or the making of any notation thereon, except that upon written
request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, you shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by you or your nominee you will, at your election, either
endorse thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in exchange
for a new Note or Notes pursuant to Section 13.2. The Company will afford the
benefits of this Section 14.2 to any Institutional Investor that is the direct
or indirect transferee of any Note purchased by you under this Agreement and
that has made the same agreement relating to such Note as you have made in this
Section 14.2.

15.      EXPENSES, ETC.

15.1.    TRANSACTION EXPENSES.

                  Whether or not the transactions contemplated hereby are
consummated, the Company will pay all reasonable costs and expenses (including
reasonable attorneys' fees of special counsel (but only one in connection with
the transaction contemplated hereby) and, if reasonably required, local or other
special counsel) incurred by you and each Other Purchaser or holder of a Note in
connection with such transactions and in connection with any amendments, waivers
or consents under or in respect of this Agreement, the Notes, the Parent
Guaranty, the Subsidiary Guaranty or the Intercreditor Agreement (whether or not
such amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or defending (or
determining whether or how to enforce or defend) any rights under this Agreement
or the Notes or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement, the Notes, the
Parent Guaranty, the Subsidiary Guaranty or the Intercreditor Agreement or by
reason of being a holder of any Note, and (b) the costs and expenses, including
financial advisors' fees, incurred in connection with the insolvency or
bankruptcy of the Company or any Subsidiary or in connection with any work-out
or restructuring of the transactions contemplated hereby and by the Notes. The
Company will pay, and will save you and each other holder of a Note harmless
from, all claims in respect of any fees, costs or expenses if any, of brokers
and finders (other than those retained by you).

15.2.    SURVIVAL.

                  The obligations of the Company under this Section 15 will
survive the payment or transfer of any Note, the enforcement, amendment or
waiver of any provision of this Agreement or the Notes, and the termination of
this Agreement.

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.



                                       35
<PAGE>   41

                  All representations and warranties contained herein shall
survive the execution and delivery of this Agreement and the Notes, the purchase
or transfer by you of any Note or portion thereof or interest therein and the
payment of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of you or any
other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Parent or the Company pursuant to
this Agreement shall be deemed representations and warranties of the Parent and
the Company under this Agreement. Subject to the preceding sentence, this
Agreement and the Notes embody the entire agreement and understanding between
you and the Company and supersede all prior agreements and understandings
relating to the subject matter hereof.

17.      AMENDMENT AND WAIVER.

17.1.    REQUIREMENTS.

                  This Agreement (as it pertains to the Series 2001-A Notes) and
the Series 2001-A Notes may be amended, and the observance of any term hereof or
of the Series 2001-A Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it
is used therein), will be effective as to you unless consented to by you in
writing, and (b) no such amendment or waiver may, without the written consent of
the holder of each Series 2001-A Note at the time outstanding affected thereby,
(i) subject to the provisions of Section 12 relating to acceleration or
rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of
interest or of the Make-Whole Amount on, the Series 2001-A Notes, (ii) change
the percentage of the principal amount of the Series 2001-A Notes the holders of
which are required to consent to any such amendment or waiver, or (iii) amend
any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2.    SOLICITATION OF HOLDERS OF NOTES.

                  (a) SOLICITATION. The Company will provide each holder of the
         Series 2001-A Notes (irrespective of the amount of Series 2001-A Notes
         then owned by it) with sufficient information, sufficiently far in
         advance of the date a decision is required, to enable such holder to
         make an informed and considered decision with respect to any proposed
         amendment, waiver or consent in respect of any of the provisions of
         this Agreement (as it pertains to the Series 2001-A Notes) or of the
         Series 2001-A Notes. The Company will deliver executed or true and
         correct copies of each amendment, waiver or consent effected pursuant
         to the provisions of this Section 17 to each holder of outstanding
         Series 2001-A Notes promptly following the date on which it is executed
         and delivered by, or receives the consent or approval of, the requisite
         holders of Series 2001-A Notes.

                  (b) Payment. The Company will not directly or indirectly pay
         or cause to be paid any remuneration, whether by way of supplemental or
         additional interest, fee or otherwise, or grant any security, to any
         holder of Series 2001-A Notes as consideration



                                       36
<PAGE>   42

         for or as an inducement to the entering into by any holder of Series
         2001-A Notes or any waiver or amendment of any of the terms and
         provisions hereof unless such remuneration is concurrently paid, or
         security is concurrently granted, on the same terms, ratably to each
         holder of Series 2001-A Notes then outstanding even if such holder did
         not consent to such waiver or amendment.

17.3.    BINDING EFFECT, ETC.

                  Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Series 2001-A Notes and is binding
upon them and upon each future holder of any Series 2001-A Note and upon the
Company without regard to whether such Series 2001-A Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to or
affect any obligation, covenant, agreement, Default or Event of Default not
expressly amended or waived or impair any right consequent thereon. No course of
dealing between the Company and the holder of any Series 2001-A Note nor any
delay in exercising any rights hereunder or under any Series 2001-A Note shall
operate as a waiver of any rights of any holder of such Series 2001-A Note. As
used herein, the term "this Agreement" or "the Agreement" and references thereto
shall mean this Agreement as it may from time to time be amended or
supplemented.

NOTES HELD BY COMPANY, ETC.

                  Solely for the purpose of determining whether the holders of
the requisite percentage of the aggregate principal amount of Notes then
outstanding approved or consented to any amendment, waiver or consent to be
given under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction of the
holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of
its Affiliates shall be deemed not to be outstanding.

18.      NOTICES.

                  All notices and communications provided for hereunder shall be
in writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

                  (i) if to you or your nominee, to you or it at the address
         specified for such communications in Schedule A, or at such other
         address as you or it shall have specified to the Company in writing,

                  (ii) if to any other holder of any Note, to such holder at
         such address as such other holder shall have specified to the Company
         in writing, or



                                       37
<PAGE>   43

                  (iii) if to the Parent or the Company, to the Parent or the
         Company at its address set forth at the beginning hereof to the
         attention of Chief Financial Officer, or at such other address as the
         Parent or the Company shall have specified to the holder of each Note
         in writing.

Notices under this Section 18 will be deemed given only when actually received.

19.      REPRODUCTION OF DOCUMENTS.

                  This Agreement and all documents relating thereto, including
(a) consents, waivers and modifications that may hereafter be executed, (b)
documents received by you at the Closing (except the Notes themselves), and (c)
financial statements, certificates and other information previously or hereafter
furnished to you, may be reproduced by you by any photographic, photostatic,
microfilm, microcard, miniature photographic or other similar process and you
may destroy any original document so reproduced. The Parent and the Company
agree and stipulate that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Parent or the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such
reproduction.

20.      CONFIDENTIAL INFORMATION.

                  For the purposes of this Section 20, "Confidential
Information" means information delivered to you by or on behalf of the Parent or
any Subsidiary, including the Company, in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in
nature and that was clearly marked or labeled or otherwise adequately identified
when received by you as being confidential information of the Parent or such
Subsidiary, including the Company, provided that such term does not include
information that (a) was publicly known or otherwise known to you prior to the
time of such disclosure, (b) subsequently becomes publicly known through no act
or omission by you or any Person acting on your behalf, (c) otherwise becomes
known to you other than through disclosure by the Parent or any Subsidiary,
including the Company, or (d) constitutes financial statements delivered to you
under Section 7.1 that are otherwise publicly available. You will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by you in good faith to protect confidential information of third
parties delivered to you, provided that you may deliver or disclose Confidential
Information to (i) your directors, trustees, officers, employees, agents,
attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by your Notes), (ii) your
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this Section 20), (v) any Person from which you offer to purchase any security
of the Parent or the Company (if such Person has agreed in writing prior to its
receipt of such



                                       38
<PAGE>   44

Confidential Information to be bound by the provisions of this Section 20), (vi)
any federal or state regulatory authority having jurisdiction over you, (vii)
the National Association of Insurance Commissioners or any similar organization,
or any nationally recognized rating agency that requires access to information
about your investment portfolio or (viii) any other Person to which such
delivery or disclosure may be necessary or appropriate (w) to effect compliance
with any law, rule, regulation or order applicable to you, (x) in response to
any subpoena or other legal process, (y) in connection with any litigation to
which you are a party or (z) if an Event of Default has occurred and is
continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable request by the Parent or the
Company in connection with the delivery to any holder of a Note of information
required to be delivered to such holder under this Agreement or requested by
such holder (other than a holder that is a party to this Agreement or its
nominee), such holder will enter into an agreement with the Parent and the
Company embodying the provisions of this Section 20.

21.      SUBSTITUTION OF PURCHASER.

                  You shall have the right to substitute any one of your
Affiliates as the purchaser of the Notes that you have agreed to purchase
hereunder, by written notice to the Company, which notice shall be signed by
both you and such Affiliate, shall contain such Affiliate's agreement to be
bound by this Agreement and shall contain a confirmation by such Affiliate of
the accuracy with respect to it of the representations set forth in Section 6.
Upon receipt of such notice, wherever the word "you" is used in this Agreement
(other than in this Section 21), such word shall be deemed to refer to such
Affiliate in lieu of you. In the event that such Affiliate is so substituted as
a purchaser hereunder and such Affiliate thereafter transfers to you all of the
Notes then held by such Affiliate, upon receipt by the Company of notice of such
transfer, wherever the word "you" is used in this Agreement (other than in this
Section 21), such word shall no longer be deemed to refer to such Affiliate, but
shall refer to you, and you shall have all the rights of an original holder of
the Notes under this Agreement.

22.      RELEASE OF SUBSIDIARY GUARANTORS.

                  You and each subsequent holder of a Note agree that
automatically and without further action by you or any other holder of a Note
that each Subsidiary Guarantor shall be released from the Subsidiary Guaranty
(i) if such Subsidiary Guarantor ceases to be such as a result of a Disposition
permitted by Sections 10.5 or 10.6 or (ii) at such time as the banks party to
the Credit Agreement release such Subsidiary Guarantor from the Bank Guarantee;
provided, however, that such Subsidiary Guarantor shall not be released from the
Subsidiary Guaranty under the circumstances contemplated by clause (ii), if (A)
a Default or Event of Default has occurred and is continuing, (B) such
Subsidiary Guarantor is to become a borrower under the Credit Agreement or (C)
such release is part of a plan of financing that contemplates such



                                       39
<PAGE>   45

Subsidiary Guarantor guaranteeing any other Indebtedness of the Company. The
release of any Subsidiary Guarantor from the Subsidiary Guaranty is conditioned
upon your prior receipt of a certificate from a Senior Financial Officer of the
Company stating that none of the circumstances described in clauses (A), (B) and
(C) above are true.

23.      MISCELLANEOUS.

23.1.    SUCCESSORS AND ASSIGNS.

                  All covenants and other agreements contained in this Agreement
by or on behalf of any of the parties hereto bind and inure to the benefit of
their respective successors and assigns (including, without limitation, any
subsequent holder of a Note) whether so expressed or not.

23.2.    PAYMENTS DUE ON NON-BUSINESS DAYS.

                  Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-Whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day.

23.3.    SEVERABILITY.

                  Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

23.4.    CONSTRUCTION.

                  Each covenant contained herein shall be construed (absent
express provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any
other covenant. Where any provision herein refers to action to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

23.5.    COUNTERPARTS.

                  This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

23.6.    GOVERNING LAW.



                                       40
<PAGE>   46

                  This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State
of Illinois excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.

23.7.    INTERCREDITOR AGREEMENT.

                  Each holder of a Note agrees to execute a counterpart of or
otherwise become a party to the Intercreditor Agreement and to be bound thereby.

                                *   *   *   *   *


                                       41
<PAGE>   47

                  If you are in agreement with the foregoing, please sign the
form of agreement on the accompanying counterpart of this Agreement and return
it to the Company, whereupon the foregoing shall become a binding agreement
among you, the Parent and the Company.

                             Very truly yours,

                             CONSOLIDATED STORES CORPORATION,
                               an Ohio Corporation

                             By:       /s/ Albert J. Bell
                                 -----------------------------------------------
                             Name:         Albert J. Bell
                                  ----------------------------------------------
                             Title: Vice Chairman & Chief Administrative Officer
                                    --------------------------------------------

                             CONSOLIDATED STORES CORPORATION,
                               a Delaware Corporation

                             By:       /s/ Albert J. Bell
                                 -----------------------------------------------
                             Name:        Albert J. Bell
                                  ----------------------------------------------
                             Title: Vice Chairman & Chief Administrative Officer
                                    --------------------------------------------

                                      S-1
<PAGE>   48


The foregoing is agreed to as of the date thereof.

ALLSTATE LIFE INSURANCE COMPANY

By:      /s/ Patricia W. Wilson
   -----------------------------------------
Name:    Patricia W. Wilson
     ---------------------------------------
Title:
      --------------------------------------

By:      /s/ Daniel C. Leimbach
   -----------------------------------------
Name:    Daniel D. Leimbach
     ---------------------------------------
Title:
      --------------------------------------
     Authorized Signatories

                                      S-2
<PAGE>   49


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

By:      /s/ Mark E. Dunn
   -------------------------------
Name:    Mark E. Dunn
     -----------------------------
Title:   Vice President
      ----------------------------


                                      S-3
<PAGE>   50


GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

By:      /s/ Morian C. Mooers
    ------------------------------
Name:    Morian C. Mooers
     -----------------------------
Title:   Investment Officer
      ----------------------------


                                      S-4
<PAGE>   51


GE EDISON LIFE INSURANCE COMPANY

By:      /s/ Hiroyuki Kimoto
    -------------------------------
Name:    Hiroyuki Kimoto
     ------------------------------
Title:   General Manager Securities
      -----------------------------


                                      S-5
<PAGE>   52


CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By:      CIGNA Investments, Inc. (authorized
         agent)

     By:      /s/ Stephen H. Wilson
         -----------------------------
     Name:    Stephen H. Wilson
          ----------------------------
     Title:   Managing Director
           ---------------------------


                                      S-6
<PAGE>   53


LIFE INSURANCE COMPANY OF NORTH AMERICA

By:      CIGNA Investments, Inc. (authorized
         agent)

     By:     /s/ Stephen H. Wilson
        ------------------------------
     Name:   Stephen H. Wilson
          ----------------------------
     Title:  Managing Director
           ---------------------------


                                      S-7
<PAGE>   54


THE TRAVELERS INSURANCE COMPANY

By:      /s/ Robert M. Mills
   --------------------------------
Name:    Robert M. Mills
     ------------------------------
Title:   Investment Officer
      -----------------------------


                                      S-8
<PAGE>   55


THE TRAVELERS LIFE AND ANNUITY COMPANY

By:      /s/ Robert M. Mills
   ----------------------------------
Name:    Robert M. Mills
     --------------------------------
Title:   Investment Officer
      -------------------------------


                                      S-9
<PAGE>   56


PRINCIPAL LIFE INSURANCE COMPANY

By:      Principal Capital Management, LLC
         a Delaware limited liability company,
         its authorized signatory

By:               /s/ Jon C. Heiny
    -------------------------------------------
Its:              Jon C. Heiny, Counsel
    -------------------------------------------

By:               /s/ James C. Fifield
    -------------------------------------------
Its:              James C. Fifield, Counsel
    -------------------------------------------



                                      S-10
<PAGE>   57


FIRST ALLMERICA FINANCIAL LIFE
    INSURANCE COMPANY

By:      /s/ Michael F. Lannigan
   ------------------------------------
Name:    Michael F. Lannigan
     ----------------------------------
Title:   Assistant Treasurer
      ---------------------------------


                                      S-11
<PAGE>   58


HARTFORD LIFE AND ANNUITY
     INSURANCE COMPANY
     By:  Hartford Investment Services, Inc.,
     its Agent and Attorney-in-Fact

     By:      /s/ Betsy Roberts
        -------------------------------------
     Name:    Betsy Roberts
          -----------------------------------
     Title:   Senior Vice President
           ----------------------------------


                                      S-12
<PAGE>   59


NATIONWIDE LIFE INSURANCE
     COMPANY

By:      /s/ Mark W. Poeppelman
   -----------------------------------
Name:    Mark W. Poeppelman
     ---------------------------------
Title:   Associate Vice President
      --------------------------------



                                      S-13
<PAGE>   60


PACIFIC LIFE INSURANCE COMPANY

By:      /s/ Violet Osterberg
   ------------------------------------
Name:    Violet Osterberg
     ----------------------------------
Title:   Assistant Vice President
      ---------------------------------

By:      /s/ Cathy L. Schwartz
   ------------------------------------
Name:    Cathy L. Schwartz
     ----------------------------------
Title:   Assistant Secretary
      ---------------------------------



                                      S-14
<PAGE>   61


AMERICAN FAMILY LIFE INSURANCE
     COMPANY

By:      /s/ Phillip Hannifan
   ------------------------------------
Name:    Phillip Hannifan
     ----------------------------------
Title:   Investment Director
      ---------------------------------


                                      S-15
<PAGE>   62


CLARICA LIFE INSURANCE COMPANY--
     U.S.

By:      /s/ Constance L. Keller
   --------------------------------------------
Name:    Constance L. Keller
     ------------------------------------------
Title:   Executive Director, Private Placements
      -----------------------------------------



                                      S-16
<PAGE>   63


PHOENIX HOME LIFE MUTUAL
     INSURANCE CO.

By:      /s/ Christopher Wilkos
   -----------------------------------------
Name:    Christopher Wilkos
     ---------------------------------------

Title:   Vice President, Corporate Portfolio
      --------------------------------------
     Management Phoenix Home Life
     ---------------------------------------



                                      S-17
<PAGE>   64

                                                                      SCHEDULE A
                                                                      ----------

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                           PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                NOTES TO BE PURCHASED
-----------------                                 -----------------------------------------------------
Allstate Life Insurance Company                      TRANCHE 1         TRANCHE 2         TRANCHE 3
                                                     ---------         ---------         ---------

<S>                                                  <C>               <C>               <C>
                                                     $9,000,000        $7,000,000        $10,000,000
                                                                       $6,000,000        $3,000,000
</TABLE>

(1)      All payments by Fedwire transfer of immediately available funds,
         identifying the name of the Issuer, the Private Placement Number
         preceded by "DPP" and the payment as principal, interest or premium in
         the format as follows:

                  BBK =    Harris Trust and Savings Bank
                           ABA #071000288
                  BNF =    Allstate Life Insurance Company
                           Collection Account #168-117-0
                  ORG =    Consolidated Stores Corporation
                  OBI =    DPP - 210149 B* 0
                           Payment Due Date (MM/DD/YY) - P _________ (Enter "P"
                           and amount of principal being remitted, for example,
                           P5000000) - I ________ (Enter "I" and amount of
                           interest being remitted, for example, I225000.00)

(2)      All notices of scheduled payments and written confirmations of such
         wire transfer to be sent to:

                  Allstate Insurance Company
                  Investment Operations - Private Placements
                  3075 Sanders Road, STE G4A
                  Northbrook, IL 60062-7127
                  Telephone:        (847) 402-2769
                  Telecopy:         (847) 326-5040

(3)      Securities to be delivered to:

                  Citibank, Federal Savings Bank
                  U.S. Custody & Employee Benefit Trust
                  500 W. Madison Street, Floor 6, Zone 4
                  Chicago, IL 60661-2591
                  Attention:        Pam Jost
                  For Allstate Life Insurance Company/ Safekeeping Account No.
                  846627

(4)      All financial reports, compliance certificates and all other written
         communications, including notice of prepayments, to be sent to:


                                   Schedule A

<PAGE>   65

                  Allstate Life Insurance Company
                  Private Placements Department
                  3075 Sanders Road, STE G5B
                  Northbrook, IL 60062-7127
                  Telephone:        (847) 402-8922
                  Telecopy:         (847) 402-3092



Tax I.D. #:  36-2554642

                                       2

                                   Schedule A
<PAGE>   66


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
Transamerica Occidental Life Insurance Company                          TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                   <C>                  <C>            <C>
                                                                      $30,000,000
</TABLE>

(1)      All payments on account of the TRANSAMERICA OCCIDENTAL LIFE INSURANCE
         COMPANY shall be made by wire transfer of immediately available funds
         to:

                  Boston Safe Deposit Trust
                  ABA# - 011001234
                  Credit DDA Account #125261
                  Attn: MBS Income, cc1253
                  Custody account # TRAF1505252
                  FC TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY.

                  ADDITIONAL REQUIRED INFORMATION: Identify source and
                  application of funds.

                  Include the following: Security/Issuer Description, CUSIP (if
                  available), principal and interest.

(2)      Payment Advice and Original Note:

         All notice of and confirmation of PAYMENT information and the ORIGINAL
         note should be sent to the following address stating that the
         certificate is registered in the name of Transamerica Occidental Life
         Insurance Company.

                  AEGON USA Investment Management, Inc.
                  Attn: Angie Naslund
                  4333 Edgewood Road NE
                  Cedar Rapids, IA 52499-5113
                  Fax #: (319) 896-6843

(3)      Other Communication:

         All other communications including FINANCIAL STATEMENT/REPORTING and
         ALL CLOSING DOCUMENTS should be directed to:

                  AEGON USA Investment Management, Inc.
                  Attn:  Lizz Taylor--Private Placements
                  400 West Market Street
                  Louisville, KY 40202-5335
                  Fax #:  (502) 560-2030

                                       3

                                   Schedule A

<PAGE>   67

         AND

                  AEGON USA Investment Management, Inc.
                  Attn:  Director of Private Placements
                  4333 Edgewood Road NE
                  Cedar Rapids, IA 52499-5335
                  Fax #:  (319) 369-2666

         TWO sets of conformed closing documents to:

                  AEGON USA Investment Management, Inc.
                  Attn:  Lizz Taylor--Private Placements
                  400 West Market Street
                  Louisville, KY 40202-5335
                  Fax #:  (502) 560-2030

                  AEGON USA Investment Management, Inc.
                  Attn:  Director of Private Placements
                  4333 Edgewood Road NE
                  Cedar Rapids, IA 52499-5335
                  Fax #:  (319) 369-2666

                  Stites & Harbison, PLLC
                  AEGON Center
                  Attention: Mary Scott Herrington
                  400 West Market Street, Suite 1800
                  Louisville, KY  40202

Tax ID #:  95-1060502


                                       4

                                   Schedule A

<PAGE>   68


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
GE Edison Life Insurance Company                                        TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                   <C>                  <C>            <C>
                                                                      $10,000,000
</TABLE>

(1)      Notices:

         All notices and communications:

                  GE Financial Assurance
                  Account:  GE Edison Life Insurance Company
                  Two Union Square, 601 Union Street
                  Seattle, WA  98101
                  Attn:  (see below)

         -  original note agreement, conformed copy of the note agreement,
            amendment requests, financial statements to be addressed as follows:

                  Attn:  Investment Dept., Private Placements

                  Telephone No: (206) 516-4954
                  Fax No:  (206) 516-4863

         -  notices with respect to payments and written confirmation of each
            such payment, to be addressed as follows:

                  Attn:  Investment Accounting

                  Telephone No.:  (206) 516-2871
                  Fax No.:  (206) 516-4740

(2)      Payments:

         All payments on or in respect of the Notes to be by bank wire transfer
         of Federal or other immediately available funds to:

                  Bankers Trust Company
                  14 Wall Street
                  New York, NY  10005
                  SWIFT Code:       BKTR US 33
                  ABA #021001033



                                       5

                                   Schedule A
<PAGE>   69

                  Account Number  99-911-145

                  FCC #: 098620
                  Ref:  security description, coupon, maturity, PPN #, identify
                  principal or interest.

(3)      Physical Delivery of the Notes:

                  Bankers Trust Co.
                  14 Wall Street, 4th Floor
                  Mail Stop 4042, Window 61
                  New York, NY  10005
                  Acct #098620
                  Attn:  Lorraine Squires (212) 618-2200

(4)      Register In Nominee Name:          SALKELD & CO.

TAX ID #:         None (Foreign Company)



                                       6

                                   Schedule A

<PAGE>   70


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
General Electric Capital Assurance Company                              TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                   <C>                  <C>             <C>
                                                                      $20,000,000
</TABLE>

(1)      Notices:

         All notices and communications:

                  GE Financial Assurance
                  Account:  General Electric Capital Assurance Company
                  Two Union Square, 601 Union Street
                  Seattle, WA  98101
                  Attn:  (see below)

         -  original note agreement, conformed copy of the note agreement,
            amendment requests, financial statements to be addressed as follows:

                  Attn:  Investment Dept., Private Placements

                  Telephone No: (206) 516-4954
                  Fax No:  (206) 516-4863

         -  notices with respect to payments and written confirmation of each
            such payment, to be addressed as follows:

                  Attn:  Investment Accounting

                  Telephone No.:  (206) 516-2871
                  Fax No.:  (206) 516-4740

(2)      Payments:

         All payments on or in respect of the Notes to be by bank wire transfer
         of Federal or other immediately available funds to:

                  Bankers Trust Company
                  14 Wall Street
                  New York, NY  10005
                  SWIFT Code:       BKTR US 33
                  ABA #021001033



                                       7

                                   Schedule A
<PAGE>   71

                  Account Number  99-911-145

                  FCC #: 097833
                  Ref:  security description, coupon, maturity, PPN #, identify
                  principal or interest.

(3)      Physical Delivery of the Notes:

                  Bankers Trust Co.
                  14 Wall Street, 4th Floor
                  Mail Stop 4042, Window 61
                  New York, NY  10005
                  Acct #097833
                  Attn:  Lorraine Squires (212) 618-2200

(4)      Register In Nominee Name:          SALKELD & CO.

Tax ID #:  91-6027719


                                       8

                                   Schedule A
<PAGE>   72

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
Connecticut General Life Insurance Company                              TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                    <C>                 <C>            <C>
(notes registered in the name of CIG & Co.)                            $4,100,000
                                                                       $4,100,000
                                                                       $3,600,000
                                                                       $1,000,000
                                                                       $1,000,000
                                                                       $1,000,000
                                                                       $1,600,000
</TABLE>

(1)      Payment on Account of Instruments

                  Federal Funds Wire Transfer

                  Chase NYC/CTR/
                  BNF= CIGNA Private Placements/ AC = 9009001802
                  ABA# 021000021

                  Accompanying Information:
                  OBI= [name of company; description of security; interest rate,
                  maturity date; PPN; due date and application (as among
                  principal, premium and interest of the payment being made);
                  contact name and phone]

(2)      Address for Notices Related to Payments

                  CIG & Co.
                  c/o CIGNA Investments, Inc.
                  Attention:  Securities Processing S-309
                  900 Cottage Grove Road
                  Hartford, CT 06152-2309

                  CIG & Co.
                  c/o CIGNA Investments, Inc.
                  Attention:  Private Securities S-307
                  Operations Group
                  900 Cottage Grove Road
                  Hartford, CT 06152-2307
                  Fax:  860-726-7203

                  with a copy to:

                  Chase Manhattan Bank


                                       9

                                   Schedule A
<PAGE>   73

                  Private Placement Servicing
                  P.O. Box 1508
                  Bowling Green Station
                  New York, NY 10081
                  Attention:  CIGNA Private Placements
                  Fax:  212-552-3107/1005

(3)               Address for all other Notices:

                  CIG & Co.
                  c/o CIGNA Investments, Inc.
                  Attention:  Private Securities S-307
                  Operations Group
                  900 Cottage Grove Road
                  Hartford, CT 06152-2307
                  Fax:  860-726-7203


TAX ID #:  13-3574027




                                       10

                                   Schedule A
<PAGE>   74


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
Life Insurance Company of North America                                 TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                    <C>                <C>             <C>
(notes registered in the name of CIG & Co.)                            $3,600,000
</TABLE>

(1)      Payment on Account of Instruments

                  Federal Funds Wire Transfer

                  Chase NYC/CTR/
                  BNF= CIGNA Private Placements/ AC = 9009001802
                  ABA# 021000021

                  Accompanying Information:
                  OBI= [name of company; description of security; interest rate,
                  maturity date; PPN; due date and application (as among
                  principal, premium and interest of the payment being made);
                  contact name and phone]

(2)      Address for Notices Related to Payments

                  CIG & Co.
                  c/o CIGNA Investments, Inc.
                  Attention:  Securities Processing S-309
                  900 Cottage Grove Road
                  Hartford, CT 06152-2309

                  CIG & Co.
                  c/o CIGNA Investments, Inc.
                  Attention:  Private Securities S-307
                  Operations Group
                  900 Cottage Grove Road
                  Hartford, CT 06152-2307
                  Fax:  860-726-7203

                  with a copy to:

                  Chase Manhattan Bank
                  Private Placement Servicing
                  P.O. Box 1508
                  Bowling Green Station
                  New York, NY 10081
                  Attention:  CIGNA Private Placements
                  Fax:  212-552-3107/1005



                                       11

                                   Schedule A
<PAGE>   75

(3)               Address for all other Notices:

                  CIG & Co.
                  c/o CIGNA Investments, Inc.
                  Attention:  Private Securities S-307
                  Operations Group
                  900 Cottage Grove Road
                  Hartford, CT 06152-2307
                  Fax:  860-726-7203


TAX ID #:  13-3574027




                                       12

                                   Schedule A
<PAGE>   76

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
The Travelers Insurance Company                                         TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                    <C>                 <C>            <C>
                                                                       $19,000,000
</TABLE>

(1)      Payment Instructions:

         All payments to be made by crediting (in the form of federal funds bank
         wire transfer, with sufficient information to identify the source and
         application of funds) the following account:

                  The Travelers Insurance Company - Consolidated Private
                         Placement Account No. 910-2-587434
                  The Chase Manhattan Bank, N.A.
                  One Chase Manhattan Plaza
                  New York, New York 10081
                  ABA No. 021000021

(2)      Notices:

         All notices with respect to payment should be directed to:

                  The Travelers Insurance Company
                  One Tower Square
                  Hartford, Connecticut 06183-2030
                  Attention:  Investment Group - Cashier 10 PB
                  Facsimile:  860-277-7941

         All other communications should be directed to:

                  The Travelers Insurance Company
                  One Tower Square
                  Hartford, Connecticut 06183-2030
                  Attention:  Investment Group - Private Placements 9 PB
                  Facsimile:  860-954-5243

(3)      Nominee Name:            TRAL & CO

Tax ID #:     06-0566090  (a Connecticut corporation)


                                       13

                                   Schedule A
<PAGE>   77


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
The Travelers Life and Annuity Company                                  TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                    <C>                 <C>            <C>
                                                                       $1,000,000
</TABLE>

(1)      Payment Instructions:

         All payments to be made by crediting (in the form of federal funds bank
         wire transfer, with sufficient information to identify the source and
         application of funds) the following account:

                  The Travelers Insurance Company - Consolidated Private
                        Placement Account No. 910-2-587434
                  The Chase Manhattan Bank, N.A.
                  One Chase Manhattan Plaza
                  New York, New York 10081
                  ABA No. 021000021

(2)      Notices:

         All notices with respect to payment should be directed to:

                  The Travelers Life and Annuity Company
                  One Tower Square
                  Hartford, Connecticut 06183-2030
                  Attention:  Investment Group - Cashier 10 PB
                  Facsimile:  860-277-7941

         All other communications should be directed to:

                  The Travelers Life and Annuity Company
                  One Tower Square
                  Hartford, Connecticut 06183-2030
                  Attention:  Investment Group - Private Placements 9 PB
                  Facsimile:  860-954-5243

(3)      Nominee Name:            TRAL & CO

Tax ID #:           06-0904249


                                       14

                                   Schedule A
<PAGE>   78


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
Principal Life Insurance Company                                        TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                    <C>                 <C>            <C>
                                                                       $10,000,000
                                                                        $2,500,000
                                                                        $1,000,000
                                                                          $500,000
                                                                          $500,000
                                                                          $500,000
</TABLE>

(1)      All notices with respect to the Notes to be made payable to Principal
         Life, except with respect to payment should be sent to:

                  Principal Capital Management, LLC
                  801 Grand Ave.
                  Des Moines, IA 50392-0800
                  ATTN:  Investment Department--Securities
                  Fax:  (515) 248-2490
                  Confirmation:  (515) 248-3495

(2)      All notices with respect to payments on the Notes payable to Principal
         Life should be sent to:

                  Principal Capital Management, LLC
                  801 Grand Ave.
                  Des Moines, IA 50392-0960
                  ATTN:  Investment Accounting--Securities
                  Fax Number:  (515) 248-2643
                  Phone Confirmation:  (515) 247-0689

(3)      All payments with respect to the Notes payable to Principal Life should
         be made by a wire transfer of immediately available funds to:

                  ABA No.:  073000228
                  Wells Fargo Bank Iowa, N.A.
                  7th and Walnut Streets
                  Des Moines, IA 50309
                  For credit to Principal Life Insurance Company
                  Account No.:  0000014752
                  OBI PFGSE (S) B00638440

         With sufficient information (including interest rate, maturity date,
         interest amount, principal amount and premium amount, if applicable) to
         identify the source and application of such funds.



                                       15

                                   Schedule A
<PAGE>   79

(4)      Upon closing, deliver the Notes to:

                  Principal Capital Management, LLC
                  801 Grand Avenue
                  Des Moines, IA 50392-0301
                  Attn.:  Jon Heiny, Esq.

TAX ID #:  42-0127290


                                       16

                                   Schedule A
<PAGE>   80


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
First Allmerica Financial Life Insurance Company                        TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                    <C>                 <C>            <C>
440 Lincoln Street                                                     $10,000,000
Worcester, MA 01653
Telefacsimile:  (508) 852-6935
</TABLE>

(1)      Payments

                  All payments on or in respect of the Notes to be by bank wire
                  transfer of Federal or other immediately available funds
                  (identifying each payment as to CUSIP#, issuer, coupon rate
                  and due date and indicating that portion of each payment
                  intended to comprise (i) principal, (ii) interest, and (iii) a
                  premium or other payment, specifying each) to:

                  Bankers Trust Company
                  New York, NY 10005
                  ABA No. 021 001 033
                  Account No. 99-911-145 of Allmerica

                  For further credit to:
                  First Allmerica Financial Life Insurance Company
                  Account No. 090232

(2)      Notices

                  All notices and communications, including notices with respect
                  to payments and written confirmation of each such payment, to
                  be addressed as first provided above.

TAX ID #:  04-1867050




                                       17

                                   Schedule A
<PAGE>   81


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
Hartford Life and Annuity Insurance Company                             TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                   <C>                  <C>            <C>
                                                                      $10,000,000
</TABLE>

(1)      All payments by wire transfer of immediately available funds to:

                  Chase Manhattan Bank
                  4 New York Plaza
                  New York, NY 10004
                  Bank ABA No. 021000021
                  Chase NYC/Cust

                  A/C # 900-9-000200 for F/C/T G06583-ILA

                  Attn: Bond Interest/Principal--Consolidated Stores Corporation
                  Series 2001-A, Tranche 1 Notes, 7.87% Due 2005 PPN #_________
                  Prin $_________ Int $________

         with sufficient information to identify the source and application of
         such funds.

(2)      All notices of payments and written confirmations of such wire
         transfers:

                  Hartford Investment Management Company
                  c/o      Portfolio Support
                  P.O. Box 1744
                  Hartford, CT 06144-1744
                  Telefacsimile:  (860) 297-8875/ 8876

(3)      All other communications:

                  Hartford Investment Management Company
                  c/o Investment Department--Private Placements
                  P.O. Box 1744
                  Hartford, CT 06144-1744
                  Telefacsimile:  9860) 297-8884


                                       18

                                   Schedule A
<PAGE>   82

(4)      Physical Delivery of Notes:

                  Chase Manhattan Bank
                  North America Insurance
                  3 MetroTech Center-- 6th Floor
                  Brooklyn, NY 11245
                  Attn:    Bettye Carrera
                  Custody Account Number:   G06583-ILA must appear on outside
                  of envelope


TAX ID #:         39-1052598



                                       19

                                   Schedule A
<PAGE>   83

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
Nationwide Life Insurance Company                                       TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                   <C>                  <C>            <C>
                                                                      $10,000,000
</TABLE>

(1)      Send notices and communications to:

                  Nationwide Life Insurance Company
                  One Nationwide Plaza (1-33-07)
                  Columbus, Ohio 43215-2220
                  Attention:  Corporate Fixed-Income Securities

(2)      Wiring instructions

                  The Bank of New York
                  ABA #021-000-018
                  BNF:  IOC566
                  F/A/O Nationwide Life Insurance Company Acct#:  267829
                  Attn:  P& I Department
                  PPN#
                  Security Description

(3)      All notices of payment on or in respect to the security should be sent
         to:

                  Nationwide Life Insurance Company
                  c/o The Bank of New York
                  P.O. Box 19266
                  Attn:  P& I Department
                  Newark, NJ 07195

                  With a copy to:

                  Nationwide Life Insurance Company
                  Attn:  Investment Accounting
                  One Nationwide Plaza (1-32-05)
                  Columbus, Ohio 43215-2220



                                       20

                                   Schedule A
<PAGE>   84

(4)      The original note should be registered in the name of Nationwide Life
         insurance Company and delivered to:

                  The Bank of New York
                  One Wall Street
                  3rd Floor--Window A
                  New York, NY 10286
                  F/A/O Nationwide Life Insurance Co. Acct# 267829


                                       21

                                   Schedule A
<PAGE>   85


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
American Family Life Insurance Company                                  TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                    <C>                 <C>            <C>
6000 American Parkway                                                  $5,500,000
Madison, WI 53783-0001
Attn:  Investment Division- Private Placements
</TABLE>

(1)      Payments:

         All Payments on or in respect of the Notes to be by bank wire transfer
         of Federal or other immediately available funds. Each such wire
         transfer shall set forth the name of the Company, the full title
         (including the coupon rate and final maturity date) of the Notes, and
         the due date and APPLICATION AMONG PRINCIPAL AND INTEREST OF THE
         PAYMENT BEING MADE. Payment shall be made to:

                  Firstar Bank Milwaukee, N.A
                  Account of Firstar Trust Company
                  ABA # 075000022
                  For Credit to Account #112-950-027
                  Trust Account 000018012500 for AFLIC-Traditional Portfolio
                  Attn: Donna Glidden (414) 765-6709
                  Credit for CUSIP #____________

(2)      Notices:

         All notices and communications, including notices with respect to
         payments and written confirmation of each such payment as well as
         quarterly and annual financial statements, be addressed as first
         provided above.

(3)      Nominee name in which notes are to be registered:      BAND & Co.

(4)      Delivery of Notes:     Send special delivery by overnight carrier to:

                  Firstar Bank Milwaukee, N.A.
                  Securities Processing
                  Attn: Mark Niemiec
                  1555 North Rivercenter Drive
                  Suite 210
                  Milwaukee, WI  53212-3958

         In addition, a specimen copy of each Note should be sent to American
         Family Life Insurance Company as addressed above.

TAX ID #:  39-6040365


                                       22

                                   Schedule A
<PAGE>   86


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
American Family Life Insurance Company                                  TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                    <C>                 <C>            <C>
6000 American Parkway                                                  $1,500,000
Madison, WI 53783-0001
Attn:  Investment Division- Private Placements
</TABLE>

(1)      Payments:

         All Payments on or in respect of the Notes to be by bank wire transfer
         of Federal or other immediately available funds. Each such wire
         transfer shall set forth the name of the Company, the full title
         (including the coupon rate and final maturity date) of the Notes, and
         the due date and APPLICATION AMONG PRINCIPAL AND INTEREST OF THE
         PAYMENT BEING MADE. Payment shall be made to:

                  Firstar Bank Milwaukee, N.A
                  Account of Firstar Trust Company
                  ABA # 075000022
                  For Credit to Account #112-950-027
                  Trust Account 000018012800 for Annuities Portfolio
                  Attn: Donna Glidden (414) 765-6709
                  Credit for CUSIP #____________

(2)      Notices:

         All notices and communications, including notices with respect to
         payments and written confirmation of each such payment as well as
         quarterly and annual financial statements, be addressed as first
         provided above.

(3)      Nominee name in which notes are to be registered: BAND & Co.

(4)      Delivery of Notes:     Send special delivery by overnight carrier to:

                  Firstar Bank Milwaukee, N.A.
                  Securities Processing
                  Attn: Mark Niemiec
                  1555 North Rivercenter Drive
                  Suite 210
                  Milwaukee, WI  53212-3958

         In addition, a specimen copy of each Note should be sent to American
         Family Life Insurance Company as addressed above.

TAX ID #:  39-6040365


                                       23

                                   Schedule A
<PAGE>   87


                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
Pacific Life Insurance Company                                          TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                    <C>                 <C>            <C>
                                                                       $5,000,000
                                                                       $3,000,000
</TABLE>

(1)      Delivery/Registration Instructions

                  Account Information:
                  Nominee Name:     Mac & Co.
                                    ---------


(2)      Please include all information to ensure proper delivery of
         certificates and P & I. For Physical Delivery of Certificates:

                  Mellon Securities Trust Company
                  120 Broadway, 13th Floor
                  New York, NY  10271
                  Attn:             Robert Feraro  212.374.1918
                  A/C Name:         Pacific Life General Acct
                  A/C#:             PLCF1810132

         For Payment of Principal & Interest:

                  Federal Reserve Bank of Boston
                  ABA#     0110-0123-4/BOS SAFE DEP
                  DDA      125261
                  Attn:  MBS Income CC: 1253

                  A/C Name:         Pacific Life General Account/PLCF1810132

                  Regarding:        Security Description & PPN

(3)      All notices of payments and written confirmations of such wire
         transfers to:

                  Mellon Trust

                  Attn:  Pacific Life Accounting Team
                  One Mellon Bank Center-Room 0930
                  Pittsburgh, PA  15258-0001
                  FAX# 412-236-7529

                  And



                                       24

                                   Schedule A
<PAGE>   88

                  Pacific Life Insurance Company
                  Attn: Securities Administration - Cash Team
                  700 Newport Center Drive
                  Newport Beach, CA  92660-6397

                  FAX# 949-640-4013

(4)      All other communications shall be addressed to:

                  Pacific Life Insurance Company
                  Attn: Securities Department
                  700 Newport Center Drive
                  Newport Beach, CA  92660-6397
                  FAX# 949-219-5406

TAX ID#: 95-1079000



                                       25

                                   Schedule A
<PAGE>   89




<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
Phoenix  Home Life Mutual Insurance Co.                                 TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                        ---------          ---------      ---------
<S>                                                                     <C>                <C>            <C>
                                                                        $2,000,000         $2,000,000     $2,000,000
</TABLE>

(1)      For Principal and Interest Payments for Tranche 1 Note:

                  ABA               021 000 021
                  Bank:             Chase Manhattan Bank, N.A.
                  City, State       New York, NY
                  Acct. No.         900 9000 200
                  Acct. Name:       Income Processing
                  Reference:        G05689, Phoenix Home, PPN = (Pvt. Plcmt. #)
                                    OBI = (issuer name), Rate = (coupon), Due =
                                    (mat. date) INCLUDE Company name, principal
                                    and interest breakdown and premium, if any.

(2)      For Principal and Interest Payments for Tranche 2 Note:

                  ABA               021 000 021
                  Bank:             Chase Manhattan Bank, N.A.
                  City, State       New York, NY
                  Acct. No.         900 9000 200
                  Acct. Name:       Income Processing
                  Reference:        G05520, Phoenix Home, PPN = (Pvt. Plcmt. #)
                                    OBI = (issuer name), Rate = (coupon), Due =
                                    (mat. date) INCLUDE Company name, principal
                                    and interest breakdown and premium, if any.

(3)      For Principal and Interest Payments for Tranche 3 Note:

                  ABA               021 000 021
                  Bank:             Chase Manhattan Bank, N.A.
                  City, State       New York, NY
                  Acct. No.         900 9000 200
                  Acct. Name:       Income Processing
                  Reference:        G05123, Phoenix Home, PPN = (Pvt. Plcmt. #)
                                    OBI = (issuer name), Rate = (coupon), Due =
                                    (mat. date) INCLUDE Company name, principal
                                    and interest breakdown and premium, if any.



                                       26

                                   Schedule A
<PAGE>   90

(4)      Please send any correspondence and remittance reports to:

                  Phoenix Investment Partners
                  c/o Phoenix Home Life Mutual Insurance Co.
                  56 Prospect Street
                  Hartford, CT 06115
                  Attn:    Private Placement Dept.
                  Main fax:  860-403-7248


TAX ID #:  06-0493340



                                       27

                                   Schedule A
<PAGE>   91



<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF SERIES 2001-A
Name of Purchaser                                                                 NOTES TO BE PURCHASED
-----------------                                                  ----------------------------------------------------
Clarica Life Insurance Company--U.S.                                     TRANCHE 1          TRANCHE 2      TRANCHE 3
                                                                         ---------          ---------      ---------
<S>                                                                     <C>                 <C>            <C>
c/o Clarica U.S., Inc.                                                  $3,000,000
13890 Bishop's Drive, Suite 300
Brookfield, WI 53005
Attention:  Connie Keller
Phone:  (262) 641-4022
Facsimile:  (262) 641-4055
</TABLE>

(1)      All payments on account of the Notes shall be made by wire or intrabank
         transfer of immediately available funds to:

<TABLE>
<CAPTION>
<S>                                                  <C>
                  ABA Routing Transit Number:        Wells Fargo Bank Minnesota, N.A.
                  *(field 3400)                      091000019
                  Beneficiary Account Number:        0000840245 (Must be 10 digits in length)
                  Beneficiary Account Name:          Trust Wire Clearing (Must be on line 2)
                  *(field 4200)
                  OBI                                FFC: I.C.         13326600  Consolidated
                                                     Stores Corp. PPN:
                  *(field 6000)                      P=       I=
                                                     End Balance=
                  *Federal Reserve Field Tag Numbers
</TABLE>

(2)      All notices in respect of payment shall be delivered to:

                  Clarica Life Insurance Company-U.S.
                  c/o Clarica U.S. Inc.
                  Attn:  Kae Miller
                  13890 Bishop's Drive, Suite 300
                  Brookfield, WI  53005
                  Telephone:  (262) 641-4042
                  Facsimile:  (262) 641-4055

(3)      All other communications shall be delivered to:

                  Clarica Life Insurance Company-U.S.
                  c/o Clarica U.S. Inc.
                  Attn:  Kae Miller
                  13890 Bishop's Drive, Suite 300
                  Brookfield, WI  53005
                  Telephone:  (262) 641-4042
                  Facsimile:  (262) 641-4055



                                       28

                                   Schedule A
<PAGE>   92

(4)      Name of Nominee in which Notes are to be issued: Clarica Life Insurance
         Company-U.S.

Taxpayer I.D. Number:  #45-0208990



                                       29

                                   Schedule A
<PAGE>   93

                                                                      SCHEDULE B
                                                                      ----------

                                  DEFINED TERMS
                                  -------------

                  As used herein, the following terms have the respective
meanings set forth below or set forth in the Section hereof following such term:

                  "AFFILIATE" means, at any time, and with respect to any
Person, (a) any other Person that at such time directly or indirectly through
one or more intermediaries Controls, or is Controlled by, or is under common
Control with, such first Person, and (b) any Person beneficially owning or
holding, directly or indirectly, 10% or more of any class of voting or equity
interests of the Parent or any Subsidiary, including the Company, or any
corporation of which the Parent and its Subsidiaries, including the Company,
beneficially own or hold, in the aggregate, directly or indirectly, 10% or more
of any class of voting or equity interests. As used in this definition,
"CONTROL" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise. Unless the
context otherwise clearly requires, any reference to an "Affiliate" is a
reference to an Affiliate of the Parent.

                  "BANK GUARANTY" means the Guaranty of the Subsidiary
Guarantors of Indebtedness outstanding under the Credit Agreement, as such
Guaranty or agreement may be amended, restated or otherwise modified, and any
successors thereto.

                  "BUSINESS DAY" means (a) for the purposes of Section 8.6 only,
any day other than a Saturday, a Sunday or a day on which commercial banks in
New York City are required or authorized to be closed, and (b) for the purposes
of any other provision of this Agreement, any day other than a Saturday, a
Sunday or a day on which commercial banks in Chicago, Illinois or New York City
are required or authorized to be closed.

                  "CAPITAL LEASE" means, at any time, a lease with respect to
which the lessee is required concurrently to recognize the acquisition of an
asset and the incurrence of a liability in accordance with GAAP.

                  "CLOSING" is defined in Section 3.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, and the rules and regulations promulgated thereunder from
time to time.

                  "COMPANY" means Consolidated Stores Corporation, an Ohio
corporation.

                  "CONFIDENTIAL INFORMATION" is defined in Section 20.

                  "CONSOLIDATED INCOME ADJUSTMENT" means the amount to be added
to Consolidated Net Income for each of the quarters listed below in the amount
specified next to such quarter. Such adjustment principally reflects non-cash
charges or credits resulting from


                                   Schedule B

<PAGE>   94

discontinued operations. (The negative number listed below is to be subtracted
from Consolidated Net Income.)

     Quarter Ending on or About Date
             Specified Below                               Adjustment
             ---------------                               ----------
              April 30, 2000                               $27,501,000
               July 31, 2000                               $71,956,000
             October 31, 2000                             $406,588,000
             January 31, 2001                             ($27,069,000)

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, the
consolidated interest expense of the Parent and its Restricted Subsidiaries,
including the Company, for such period determined in accordance with GAAP
(including imputed interest under Capital Leases).

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income or loss of the Parent and its Restricted Subsidiaries, including the
Company, for such period determined on a consolidated basis in accordance with
GAAP (but in any event excluding extraordinary nonrecurring gains or losses),
plus or minus (without duplication) the applicable Consolidated Income
Adjustment for such period.

                  "CONSOLIDATED NET WORTH" means, as of any date, consolidated
total stockholders' equity of the Parent and its Restricted Subsidiaries,
including the Company, on such date, determined in accordance with GAAP.

                  "CONSOLIDATED RENTALS" means, for any period, the rentals of
the Parent and its Restricted Subsidiaries, including the Company, for such
period under all leases of real property having a remaining term (including any
required renewals or any renewals at the option of the lessor or lessee) of one
year or more, determined on a consolidated basis in accordance with GAAP, but
excluding therefrom any payments of contingent rentals.

                  "CONSOLIDATED SENIOR DEBT" means, at any time, the sum of (i)
all Senior Debt of the Parent and its Restricted Subsidiaries, including the
Company, determined on a consolidated basis in accordance with GAAP, and (ii)
the product of (A) Consolidated Rentals for the preceding 12 months times (B)
four.

                  "CONSOLIDATED TOTAL ASSETS" means, as of any date, the assets
and properties of the Parent and its Restricted Subsidiaries, including the
Company, as of such date determined on a consolidated basis in accordance with
GAAP.

                  "CREDIT AGREEMENT" means the Credit Agreement dated as of May
8, 2001 by and among the Company, the Guarantors party thereto, the Banks party
thereto, National City Bank (as Administrative Agent, Lead Arranger and a
Managing Agent), Fleet National Bank (as Syndication Agent and a Managing
Agent), PNC Bank, National Association and First Union


                                   Schedule B

<PAGE>   95

National Bank (as Documentation Agents and Managing Agents) and Bank of America,
N.A., The Bank of New York and Firstar Bank, N.A. (as Other Managing Agents), as
such agreement may be amended, modified, supplemented, refinanced or replaced
from time to time.

                  "DEFAULT" means an event or condition the occurrence or
existence of which would, with the lapse of time or the giving of notice or
both, become an Event of Default.

                  "DEFAULT RATE" means that rate of interest that is the greater
of (i) 2% per annum above the rate of interest stated in clause (a) of the first
paragraph of the Notes or (ii) 2% over the rate of interest publicly announced
by Bank of America in Chicago, Illinois as its "base" or "prime" rate.

                  "DISPOSITION" is defined in Section 10.5.

                  "EBITDAR" means, for any period, the sum of Consolidated Net
Income for such period, plus, to the extent deducted in determining such
Consolidated Net Income, (i) Consolidated Interest Expense, (ii) federal, state,
local and foreign income, value added and similar taxes, (iii) depreciation and
amortization expense and (iv) Consolidated Rentals.

                  "ENVIRONMENTAL LAWS" means any and all federal, state, local,
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code.

                  "EVENT OF DEFAULT" is defined in Section 11.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "FIXED CHARGES" means, for any period, the sum of (i)
Consolidated Rentals for such period under all leases other than Capital Leases
and (ii) Consolidated Interest Expense for such period.

                  "GAAP" means generally accepted accounting principles as in
effect from time to time in the United States of America.


                                   Schedule B

<PAGE>   96

                  "GOVERNMENTAL AUTHORITY" means

                  (a) the government of

                           (i) the United States of America or any state or
                  other political subdivision thereof, or

                           (ii) any jurisdiction in which the Company or any
                  Subsidiary conducts all or any part of its business, or which
                  asserts jurisdiction over any properties of the Company or any
                  Subsidiary, or

                  (b) any entity exercising executive, legislative, judicial,
         regulatory or administrative functions of, or pertaining to, any such
         government.

                  "GUARANTIES" is defined in Section 1.1.

                  "GUARANTY" means, with respect to any Person, any obligation
(except the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person guaranteeing or in effect
guaranteeing any indebtedness, dividend or other obligation of any other Person
in any manner, whether directly or indirectly, including (without limitation)
obligations incurred through an agreement, contingent or otherwise, by such
Person:

                  (a) to purchase such indebtedness or obligation or any
         property constituting security therefor;

                  (b) to advance or supply funds (i) for the purchase or payment
         of such indebtedness or obligation, or (ii) to maintain any working
         capital or other balance sheet condition or any income statement
         condition of any other Person or otherwise to advance or make available
         funds for the purchase or payment of such indebtedness or obligation;

                  (c) to lease properties or to purchase properties or services
         primarily for the purpose of assuring the owner of such indebtedness or
         obligation of the ability of any other Person to make payment of the
         indebtedness or obligation; or

                  (d) otherwise to assure the owner of such indebtedness or
         obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

                  "HAZARDOUS MATERIAL" means any and all pollutants, toxic or
hazardous wastes or any other substances that might pose a hazard to health or
safety, the removal of which may be required or the generation, manufacture,
refining, production, processing, treatment, storage,


                                   Schedule B

<PAGE>   97

handling, transportation, transfer, use, disposal, release, discharge, spillage,
seepage, or filtration of which is or shall be restricted, prohibited or
penalized by any applicable law (including, without limitation, asbestos, urea
formaldehyde foam insulation and polychlorinated biphenyls).

                  "HOLDER" means, with respect to any Note, the Person in whose
name such Note is registered in the register maintained by the Company pursuant
to Section 13.1.

                  "INDEBTEDNESS" with respect to any Person means, at any time,
without duplication,

                  (a) its liabilities for borrowed money and its redemption
         obligations in respect of mandatorily redeemable preferred stock;

                  (b) its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable and other
         accrued liabilities arising in the ordinary course of business, but
         including all liabilities created or arising under any conditional sale
         or other title retention agreement with respect to any such property);

                  (c) all liabilities appearing on its balance sheet in
         accordance with GAAP in respect of Capital Leases;

                  (d) all liabilities for borrowed money secured by any Lien
         with respect to any property owned by such Person (whether or not it
         has assumed or otherwise become liable for such liabilities); and

                  (e) any Guaranty of such Person with respect to liabilities of
         a type described in any of clauses (a) through (d) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (e) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP.

                  "INSTITUTIONAL INVESTOR" means (a) any original purchaser of a
Note and (b) any bank, trust company, savings and loan association or other
financial institution, any pension plan, any investment company, any insurance
company, any broker or dealer, or any other similar financial institution or
entity, regardless of legal form.

                  "INTERCREDITOR AGREEMENT" is defined in Section 4.12.

                  "LIEN" means, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any interest or title
of any vendor, lessor, lender or other secured party to or of such Person under
any conditional sale or other title retention agreement or Capital Lease, upon
or with respect to any property or asset of such Person (including in the case
of stock, stockholder agreements, voting trust agreements and all similar
arrangements).

                                   Schedule B

<PAGE>   98

                  "MAKE-WHOLE AMOUNT" is defined in Section 8.6.

                  "MATERIAL" means material in relation to the business,
operations, affairs, financial condition, assets or properties of the Parent and
its Restricted Subsidiaries, including the Company, taken as a whole.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
(a) the business, operations, affairs, financial condition, assets or properties
of the Parent and its Restricted Subsidiaries, including the Company, taken as a
whole, or (b) the ability of the Company to perform its obligations under this
Agreement and the Notes, or (c) the ability of the Parent to perform its
obligations under this Agreement and the Parent Guaranty, (d) the ability of any
Subsidiary Guarantor to perform its obligations under the Subsidiary Guaranty,
or (e) the validity or enforceability of this Agreement, the Notes, the Parent
Guaranty or the Subsidiary Guaranty.

                  "MEMORANDUM" is defined in Section 5.3.

                  "MIGRATION" means the change of the jurisdiction of
incorporation of the Parent from the State of Delaware to the State of Ohio in a
transaction involving a statutory merger or similar plan of acquisition that,
pursuant to Rule 145(a)(2) under the Securities Act, does not constitute a
transaction subject to the provisions of Rule 145.

                  "MULTIEMPLOYER PLAN" means any Plan that is a "multiemployer
plan" (as such term is defined in section 4001(a)(3) of ERISA).

                  "NEW YORK POTENTIAL TAX CLAIM" means the potential liability
for taxes asserted by the New York State Department of Taxation and Finance
against those Subsidiaries designated as Unrestricted Subsidiaries on Schedule
5.4 of this Agreement, as further described on Schedule B-1.

                  "NOTES" is defined in Section 1.1.

                  "OFFICER'S CERTIFICATE" means a certificate of a Senior
Financial Officer or of any other officer of the Company whose responsibilities
extend to the subject matter of such certificate.

                  "OTHER PURCHASERS" is defined in Section 2.

                  "PARENT" means Consolidated Stores Corporation, a Delaware
corporation, and its successor in the Migration.

                  PARENT GUARANTY" is defined in Section 1.1.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA or any successor thereto.


                                   Schedule B

<PAGE>   99

                  "PERSON" means an individual, partnership, corporation,
limited liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

                  "PLAN" means an "employee benefit plan" (as defined in section
3(3) of ERISA) that is or, within the preceding five years, has been established
or maintained, or to which contributions are or, within the preceding five
years, have been made or required to be made, by the Company or any ERISA
Affiliate or with respect to which the Company or any ERISA Affiliate may have
any liability.

                  "PRIORITY DEBT" means, as of any date, the sum (without
duplication) of (a) outstanding Indebtedness of a Restricted Subsidiary that is
not a Subsidiary Guarantor (other than Indebtedness owed to the Company or
another Restricted Subsidiary or Indebtedness of a Person that is not an
Unrestricted Subsidiary outstanding at the time it becomes a Restricted
Subsidiary) and (b) Indebtedness of the Company and any Restricted Subsidiary
secured by Liens not otherwise permitted by Sections 10.4(a) through (i).

                  "PROPERTY" or "PROPERTIES" means, unless otherwise
specifically limited, real or personal property of any kind, tangible or
intangible, choate or inchoate.

                  "PURCHASER" means each purchaser listed in Schedule A.

                  "QPAM EXEMPTION" means Prohibited Transaction Class Exemption
84-14 issued by the United States Department of Labor.

                  "REQUIRED HOLDERS" means, at any time, the holders of more
than 50% in principal amount of the Series 2001-A Notes at the time outstanding
(exclusive of Series 2001-A Notes then owned by the Company or any of its
Affiliates).

                  "RESPONSIBLE OFFICER" means any Senior Financial Officer and
any other officer of the Company with responsibility for the administration of
the relevant portion of this agreement.

                  "RESTRICTED SUBSIDIARY" means the Company and any other
Subsidiary (a) at least a majority of the voting securities of which are owned
by the Parent and/or one or more Wholly Owned Restricted Subsidiaries and (b)
that the Parent has not designated an Unrestricted Subsidiary.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time.

                  "SENIOR DEBT" means any Indebtedness other than Subordinated
Debt.

                                   Schedule B

<PAGE>   100

                  "SENIOR FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the Company.

                  "SERIES 2001-A NOTES" is defined in Section 1.2.

                  "SERIES 2001-A, TRANCHE 1, NOTES" is defined in Section 1.2.

                  "SERIES 2001-A, TRANCHE 2, NOTES" is defined in Section 1.2.

                  "SERIES 2001-A, TRANCHE 3, NOTES" is defined in Section 1.2.

                  "SOURCE" is defined in Section 6.2

                  "SUBORDINATED DEBT" means any Indebtedness of the Company that
by its terms is subordinate in right of payment to the Notes in a manner
reasonably satisfactory to the holders of the Series 2001-A Notes.

                  "SUBSIDIARY" means, as to any Person, any corporation,
association or other business entity in which such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient
equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership, limited
liability company or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries (unless such partnership,
limited liability company or joint venture can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of the Parent.

                  "SUBSIDIARY GUARANTOR" is defined in Section 1.1.

                  "SUBSIDIARY GUARANTY" is defined in Section 1.1.

                  "SUPPLEMENT" is defined in Section 1.1.

                  "THIS AGREEMENT" OR "THE AGREEMENT" is defined in Section
17.3.

                  "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Parent
(other than the Company) so designated an Unrestricted Subsidiary by notice in
writing given to the holders of the Notes.

                  "WHOLLY OWNED SUBSIDIARY" or "WHOLLY OWNED RESTRICTED
SUBSIDIARY" mean, at any time, any Subsidiary, or Restricted Subsidiary, as the
case may be, 100% of all of the equity interests (except directors' qualifying
shares) and voting interests of which are owned by any one or more of the Parent
and the Parent's other Wholly Owned Subsidiaries, including the Company, or
Wholly Owned Restricted Subsidiaries, including

                                   Schedule B

<PAGE>   101
the Company, or Wholly Owned Restricted Subsidiaries, including the Company, as
the case may be, at such time.



                                   Schedule B
<PAGE>   102



                                                                    SCHEDULE B-1
                                                                    ------------

                          NEW YORK POTENTIAL TAX CLAIM

         Fashion Barn, Inc., an Unrestricted Subsidiary, may be liable to the
State of New York for gains tax arising from the resale of real estate in 1988.
On or about June 29, 1995, an administrative law judge ruled that Fashion Barn,
Inc. may be liable for $493,417.20 in gains tax, plus applicable interest and
penalties, if any. The administrative law judge further ruled that the State of
New York could only collect this potential liability from Fashion Barn, Inc. and
no other entity or person, including Barn Acquisition Corporation and the
Company. Fashion Barn, Inc. currently has no assets. As of 3/23/01, the
purported tax with interest and penalty is $678,797. The Company is attempting
to settle the dispute by offering the State of New York a partial payment.

                                  Schedule B-1

<PAGE>   103




                                                                    SCHEDULE 4.9
                                                                    ------------

                         CHANGES IN CORPORATE STRUCTURE

Not Applicable

                                  Schedule 4.9

<PAGE>   104



                                                                    SCHEDULE 5.3
                                                                    ------------

                              DISCLOSURE MATERIALS

Not Applicable

                                  Schedule 5.3

<PAGE>   105




                                                                    SCHEDULE 5.4
                                                                    ------------

      RESTRICTED SUBSIDARIES OF THE COMPANY & OWNERSHIP OF SUBSIDARY STOCK

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Parent's Subsidiary or Affiliate     Domestic     Owner(s) / Member(s)    Percent of  Directors / Managers   Executive Officers
                                     Jurisdiction                         Ownership
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>                     <C>         <C>                    <C>
Consolidated Stores Corporation      OH           Parent                  81.27%      ?                      ?
                                                  --------------------------------------------------------
                                                  TRO, Inc.               18.73%
------------------------------------------------------------------------------------------------------------------------------------
Mac Frugal's Bargains -              DE           Parent                  100%        ?                      ?
Close-outs, Inc.
------------------------------------------------------------------------------------------------------------------------------------
TRO, Inc.                            IL           Parent                  100%        ?                      ?

------------------------------------------------------------------------------------------------------------------------------------
Capital Retail Systems, Inc.         OH           Parent                  100%        ?                      ?

------------------------------------------------------------------------------------------------------------------------------------
PNS Stores, Inc.                     CA           Mac Frugal's Bargains - 100%        ?                      ?
                                                  Close-outs, Inc.
------------------------------------------------------------------------------------------------------------------------------------
West Coast Liquidators, Inc.         CA           Mac Frugal's Bargains - 100%        ?                      ?
                                                  Close-outs, Inc.
------------------------------------------------------------------------------------------------------------------------------------
C.S. Ross Company                    OH           Company                 100%        ?                      ?

------------------------------------------------------------------------------------------------------------------------------------
CSC Distribution, Inc.               AL           Company                 100%        ?                      ?

------------------------------------------------------------------------------------------------------------------------------------
Closeout Distribution, Inc.          PA           Company                 100%        ?                      ?

------------------------------------------------------------------------------------------------------------------------------------
Industrial Products of New England,  ME           Company                 100%        ?                      ?
Inc.
------------------------------------------------------------------------------------------------------------------------------------
Tool and Supply Company of New       DE           Company                 100%        ?                      ?
England, Inc.
------------------------------------------------------------------------------------------------------------------------------------
Midwestern Home Products, Inc.       DE           Company                 100%        ?                      ?
------------------------------------------------------------------------------------------------------------------------------------
Consolidated Property Holdings, Inc. NV           Company                 100%        Albert J. Bell         Albert J. Bell,
                                                                                      Charles W. Haubiel     President L. Michael
                                                                                      Jackie Smith           Watts, VP & Treasurer
                                                                                      John Brewer            Jackie Smith, Asst.
                                                                                      Charles Buckingham     Secretary Charles W.
                                                                                                             Haubiel II, VP & Secr.
------------------------------------------------------------------------------------------------------------------------------------
Great Basin LLC                      DE           Company                 100%        None                   ?
                                                                                      (member managed)
------------------------------------------------------------------------------------------------------------------------------------
Sonoran LLC                          DE           Company                 100%        None                   ?
                                                                                      (member managed)
------------------------------------------------------------------------------------------------------------------------------------
Sahara LLC                           DE           Company                 100%        None                   ?
                                                                                      (member managed)
------------------------------------------------------------------------------------------------------------------------------------
? = Directors for this entity are as follows:                       ? = Executive Officers for this entity are as follows:
    -----------------------------------------                       ------------------------------------------------------

MICHAEL J. POTTER                                                   MICHAEL J. POTTER, CHAIRMAN & CEO


         Albert J. Bell                                                         Albert J. Bell, Vice Chairman & CAO
         Charles W. Haubiel II                                                  Kent Larsson, Executive VP
                                                                                Donald Mierzwa, Executive VP
                                                                                Brad A. Waite, Executive VP
                                                                                Mark D. Shapiro, Senior VP and CFO
                                                                                Joe R. Cooper, VP and Treasurer
                                                                                Charles W.  Haubiel II, VP,  General
                                                                                Counsel & Secretary
</TABLE>

                                  Schedule 5.4

<PAGE>   106



  UNRESTRICTED SUBSIDARIES OF THE COMPANY & OWNERSHIP OF UNRESTRICTED SUBSIDARY
                                     STOCK

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Parent's Subsidiary or Affiliate           Domestic     Owner(s) / Member(s)                      Percent of  Directors /  Executive
                                           Jurisdiction                                           Ownership   Managers     Officers
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>                                       <C>         <C>          <C>
Midwestern Home Products Company, Ltd.     OH           Midwestern Home Products, Inc.            100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Barn Acquisition Corporation               DE           Industrial Products of New England, Inc.  100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
SS Investments Corporation                 DE           Industrial Products of New England, Inc.  100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn, Inc.                         NY           Barn Acquisition Corporation              100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of New Jersey, Inc.           NJ           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Florida, Inc.              FL           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Indiana, Inc.              IN           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Pennsylvania, Inc.         PA           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Oklahoma, Inc.             OK           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Texas, Inc.                TX           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Ohio, Inc.                 OH           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Vermont, Inc.              VT           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Virginia, Inc.             VA           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of South Carolina, Inc.       SC           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of North Carolina, Inc.       NC           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of West Virginia, Inc.        WV           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Missouri, Inc.             MO           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn of Georgia, Inc.              GA           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Outlets Corp.                      NY           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Bonanza, Inc.                      NY           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Rogers Fashion Industries, Inc.            NY           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Rogers Fashion Industries, Inc.            NJ           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Saddle Brook Distribution, Inc.            NY           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Saddle Brook Distribution, Inc.            NJ           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
DTS, Inc.                                  NY           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
DTS, Inc.                                  TN           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
Fashion Barn, Inc.                         MA           Fashion Barn, Inc., a New York corp.      100%        ?            ?
------------------------------------------------------------------------------------------------------------------------------------
? = Directors for this entity are as follows:  ? = Executive Officers for this entity are as follows:
    ----------------------------------------       -------------------------------------------------
Michael J. Potter                              Michael J. Potter, Chairman & CEO        Albert J. Bell, Vice Chairman & CAO
Albert J. Bell                                 Kent Larsson, Executive VP               Donald Mierzwa, Executive VP
Charles W. Haubiel II                          Brad A. Waite, Executive VP              Mark D.  Shapiro,  Senior VP and CFO
                                               Joe R. Cooper, VP and Treasurer
                                               Charles W. Haubiel II, VP, General Counsel
                                               & Secretary
</TABLE>

                                  Schedule 5.4

<PAGE>   107




                                                                    Schedule 5.5
                                                                    ------------

                              FINANCIAL STATEMENTS

-  Income Statement Summary and Discussion, as contained in the Memorandum dated
   April 2001.

-  Balance Sheet Summary and Discussion, as contained in the Memorandum dated
   April 2001.

-  Cash Flow Summary and Discussion, as contained in the Memorandum dated April
   2001.

-  Calculation of Compliance with Proposed Financial Covenants, as contained in
   the Memorandum dated April 2001.

-  Annual Report for fiscal 2000.

-  10-K for fiscal year ended January 29, 2000.

-  Earnings Press Release for fiscal quarter ended February 3, 2001.

-  Annual Financial Reports for fiscal years 1996-1999.

                                  Schedule 5.5

<PAGE>   108




                                                                    SCHEDULE 5.8
                                                                    ------------

                               CERTAIN LITIGATION

Not Applicable

                                  Schedule 5.8

<PAGE>   109




                                                                   SCHEDULE 5.11
                                                                   -------------

                             LICENSES, PERMITS, ETC.

Not Applicable

                                  Schedule 5.11

<PAGE>   110




                                                                   SCHEDULE 5.14
                                                                   -------------

                                 USE OF PROCEEDS

         Proceeds of the sale of the Series 2001-A Notes will be used to repay
the Company's existing Indebtedness under the existing credit agreement, dated
May 15, 1998, as amended, with PNC Bank National Association as Arranger and
Documentation Agent. Said Indebtedness is expected to be approximately
$327,000,000 at Closing.

                                  Schedule 5.14

<PAGE>   111




                                                                   SCHEDULE 5.15
                                                                   -------------

                              EXISTING INDEBTEDNESS

         As of February 3, 2001, the Company's Indebtedness under the existing
credit agreement, dated May 15, 1998, as amended, with PNC Bank National
Association as Arranger and Documentation Agent was approximately $268,000,000.
Said Indebtedness is expected to be approximately $327,000,000 at Closing.

                                  Schedule 5.15

<PAGE>   112




                                                                   SCHEDULE 10.4
                                                                   -------------

                                 EXISTING LIENS

Not Applicable

                                  Schedule 10.4

<PAGE>   113


                                                                  EXHIBIT 1.1(a)
                                                                  --------------

                              [FORM OF SENIOR NOTE]

                         CONSOLIDATED STORES CORPORATION

            [____]% SENIOR NOTE, SERIES [___], DUE [__________, ____]

No. [_____]                                                               [Date]
$[_______]                                                   PPN[______________]

                  FOR VALUE RECEIVED, the undersigned, CONSOLIDATED STORES
CORPORATION (herein called the "Company"), a corporation organized and existing
under the laws of the State of Ohio, promises to pay to [ ], or registered
assigns, the principal sum of $[ ] on [ ], [ ], with interest (computed on the
basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of [____]% per annum from the date hereof, payable
semiannually, on [______] [____] and [______][____] in each year, commencing
with the [______] [____] or [______] [____] next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the
extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) [_____]% or (ii) 2% over the rate of interest
publicly announced by Bank of America from time to time in Chicago, Illinois as
its "base" or "prime" rate.

                  Payments of principal of, interest on and any Make-Whole
Amount with respect to this Note are to be made in lawful money of the United
States of America at the principal office of Bank of America in Chicago,
Illinois or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.

                  This Note is one of a series of Senior Notes (herein called
the "Notes") issued pursuant to a Note Purchase Agreement dated as of May 1,
2001 [and a Supplement thereto dated as of [ ], [ ]](as from time to time
further amended and supplemented, the "Note Purchase Agreement"), among
Consolidated Stores Corporation, a Delaware corporation (the "Parent"), the
Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreement.

                  This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a


                                 Exhibit 1.1(a)


<PAGE>   114

written instrument of transfer duly executed, by the registered holder hereof or
such holder's attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company
may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company
will not be affected by any notice to the contrary.

                  [The Company will make required prepayments of principal on
the dates and in the amounts specified in the Note Purchase Agreement.] This
Note is [also] subject to optional prepayment, in whole or from time to time in
part, at the times and on the terms specified in the Note Purchase Agreements
but not otherwise.

                  If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be declared
or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase Agreement,
is guaranteed pursuant to the terms of Guaranties dated as of May 1, 2001 of the
Parent and certain Subsidiaries of the Company(1).

                  This Note will be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State of
Illinois excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such State.

                                                 CONSOLIDATED STORES CORPORATION


                                                 By: ___________________________
                                                 Name: _________________________
                                                 Title: ________________________

---------

(1) This paragraph must be modified at such time as there are no Subsidiary
    Guarantors.

                                       2

                                 Exhibit 1.1(a)

<PAGE>   115

                                                                  EXHIBIT 1.1(b)
                                                                  --------------

                                 PARENT GUARANTY

         THIS GUARANTY (this "Guaranty") dated as of May 1, 2001 is made by
CONSOLIDATED STORES CORPORATION, a Delaware corporation (the "Guarantor"), in
favor of the holders from time to time of the Notes hereinafter referred to,
including each purchaser named in the Note Purchase Agreement hereinafter
referred to, and their respective successors and assigns (collectively, the
"Holders" and each individually, a "Holder").

                                W I T N E S S E T H:
                                - - - - - - - - - -

         WHEREAS, CONSOLIDATED STORES CORPORATION, an Ohio corporation (the
"Company"), the Guarantor and the initial Holders have entered into a Note
Purchase Agreement dated as of May 1, 2001 (the Note Purchase Agreement as
amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms and in effect, the "Note Purchase Agreement");

         WHEREAS, the Note Purchase Agreement contemplates the issuance by the
Company of up to $300,000,000 aggregate principal amount of Notes (as defined in
the Note Purchase Agreement) in series;

         WHEREAS, the Company is a Wholly Owned Subsidiary of the Guarantor and
the Guarantor will derive substantial benefits from the purchase by the Holders
of the Company's Notes;

         WHEREAS, it is a condition precedent to the obligation of the Holders
to purchase the Notes that the Guarantor shall have executed and delivered this
Guaranty to the Holders and it is and will be a condition to the sale of
subsequent series of the Notes that this Guaranty run in favor of the holders of
such subsequent series of Notes; and

         WHEREAS, the Guarantor desires to execute and deliver this Guaranty to
satisfy the conditions described in the preceding paragraph;

         NOW, THEREFORE, in consideration of the premises and other benefits to
the Guarantor, and of the purchase of the Company's Notes by the Holders, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Guarantor makes this Guaranty as follows:

         SECTION 1. DEFINITIONS. Any capitalized terms not otherwise herein
defined shall have the meanings ascribed to them in the Note Purchase Agreement.

                                 Exhibit 1.1(b)
<PAGE>   116

         SECTION 2. GUARANTY. The Guarantor unconditionally and irrevocably
guarantees to the Holders the due, prompt and complete payment by the Company of
the principal of, Make-Whole Amount, if any, and interest on, and each other
amount due under, the Notes or the Note Purchase Agreement, when and as the same
shall become due and payable (whether at stated maturity or by required or
optional prepayment or by declaration or otherwise) in accordance with the terms
of the Notes and the Note Purchase Agreement (the Notes and the Note Purchase
Agreement being sometimes hereinafter collectively referred to as the "Note
Documents" and the amounts payable by the Company under the Note Documents, and
all other monetary obligations of the Company thereunder, being sometimes
collectively hereinafter referred to as the "Obligations"). This Guaranty is a
guaranty of payment and not just of collectibility and is in no way conditioned
or contingent upon any attempt to collect from the Company or upon any other
event, contingency or circumstance whatsoever. If for any reason whatsoever the
Company shall fail or be unable duly, punctually and fully to pay such amounts
as and when the same shall become due and payable, the Guarantor, without
demand, presentment, protest or notice of any kind, will forthwith pay or cause
to be paid such amounts to the Holders under the terms of such Note Documents,
in lawful money of the United States, at the place specified in the Note
Purchase Agreement, or perform or comply with the same or cause the same to be
performed or complied with, together with interest (to the extent provided for
under such Note Documents) on any amount due and owing from the Company. The
Guarantor, promptly after demand, will pay to the Holders the reasonable costs
and expenses of collecting such amounts or otherwise enforcing this Guaranty,
including, without limitation, the reasonable fees and expenses of counsel.

         SECTION 3. GUARANTOR'S OBLIGATIONS UNCONDITIONAL. The obligations of
the Guarantor under this Guaranty shall be primary, absolute and unconditional
obligations of the Guarantor, shall not be subject to any counterclaim, set-off,
deduction, diminution, abatement, recoupment, suspension, deferment, reduction
or defense based upon any claim the Guarantor or any other person may have
against the Company or any other person, and to the full extent permitted by
applicable law shall remain in full force and effect without regard to, and
shall not be released, discharged or in any way affected by, any circumstance or
condition whatsoever (whether or not the Guarantor or the Company shall have any
knowledge or notice thereof), including:

                  (a) any termination, amendment or modification of or deletion
         from or addition or supplement to or other change in any of the Note
         Documents or any other instrument or agreement applicable to any of the
         parties to any of the Note Documents;

                  (b) any furnishing or acceptance of any security, or any
         release of any security, for the Obligations, or the failure of any
         security or the failure of any person to perfect any interest in any
         collateral;

                  (c) any failure, omission or delay on the part of the Company
         to conform or comply with any term of any of the Note Documents or any
         other instrument or agreement referred to in paragraph (a) above,
         including, without limitation, failure to give notice to the Guarantor
         of the occurrence of a "Default" or an "Event of Default" under any
         Note Document;

                                       2

                                 Exhibit 1.1(b)
<PAGE>   117

                  (d) any waiver of the payment, performance or observance of
         any of the obligations, conditions, covenants or agreements contained
         in any Note Document, or any other waiver, consent, extension,
         indulgence, compromise, settlement, release or other action or inaction
         under or in respect of any of the Note Documents or any other
         instrument or agreement referred to in paragraph (a) above or any
         obligation or liability of the Company, or any exercise or non-exercise
         of any right, remedy, power or privilege under or in respect of any
         such instrument or agreement or any such obligation or liability;

                  (e) any failure, omission or delay on the part of any of the
         Holders to enforce, assert or exercise any right, power or remedy
         conferred on such Holder in this Guaranty, or any such failure,
         omission or delay on the part of such Holder in connection with any
         Note Document, or any other action on the part of such Holder;

                  (f) any voluntary or involuntary bankruptcy, insolvency,
         reorganization, arrangement, readjustment, assignment for the benefit
         of creditors, composition, receivership, conservatorship,
         custodianship, liquidation, marshaling of assets and liabilities or
         similar proceedings with respect to the Company, the Guarantor or to
         any other person or any of their respective properties or creditors, or
         any action taken by any trustee or receiver or by any court in any such
         proceeding;

                  (g) any discharge, termination, cancellation, frustration,
         irregularity, invalidity or unenforceability, in whole or in part, of
         any of the Note Documents or any other agreement or instrument referred
         to in paragraph (a) above or any term hereof;

                  (h) any merger or consolidation of the Company or the
         Guarantor into or with any other corporation, or any sale, lease or
         transfer of any of the assets of the Company or the Guarantor to any
         other person;

                  (i) any change in the ownership of any shares of capital stock
         of the Company or any change in the corporate relationship between the
         Company and the Guarantor, or any termination of such relationship;

                  (j) any release or discharge, by operation of law, of the
         Guarantor from the performance or observance of any obligation,
         covenant or agreement contained in this Guaranty; or

                  (k) any other occurrence, circumstance, happening or event
         whatsoever, whether similar or dissimilar to the foregoing, whether
         foreseen or unforeseen, and any other circumstance which might
         otherwise constitute a legal or equitable defense or discharge of the
         liabilities of a guarantor or surety or which might otherwise limit
         recourse against the Guarantor.

                                       3

                                 Exhibit 1.1(b)
<PAGE>   118

Notwithstanding any other provision contained in this Guaranty, the Guarantor's
liability with respect to the principal amount of the Notes shall be no greater
than the liability of the Company with respect thereto.

         SECTION 4. FULL RECOURSE OBLIGATIONS. The obligations of the Guarantor
set forth herein constitute the full recourse obligations of the Guarantor
enforceable against it to the full extent of all its assets and properties.

         SECTION 5. WAIVER. The Guarantor unconditionally waives, to the extent
permitted by applicable law, (a) notice of any of the matters referred to in
Section 3, (b) notice to the Guarantor of the incurrence of any of the
Obligations, notice to the Guarantor or the Company of any breach or default by
the Company with respect to any of the Obligations or any other notice that may
be required, by statute, rule of law or otherwise, to preserve any rights of the
Holders against the Guarantor, (c) presentment to or demand of payment from the
Company or the Guarantor with respect to any amount due under any Note Document
or protest for nonpayment or dishonor, (d) any right to the enforcement,
assertion or exercise by any of the Holders of any right, power, privilege or
remedy conferred in the Note Purchase Agreement or any other Note Document or
otherwise, (e) any requirement of diligence on the part of any of the Holders,
(f) any requirement to exhaust any remedies or to mitigate the damages resulting
from any default under any Note Document, (g) any notice of any sale, transfer
or other disposition by any of the Holders of any right, title to or interest in
the Note Purchase Agreement or in any other Note Document and (h) any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge, release or defense of a guarantor or surety or which might otherwise
limit recourse against the Guarantor.

         SECTION 6. SUBROGATION, CONTRIBUTION, REIMBURSEMENT OR INDEMNITY. Until
one year and one day after all Obligations have been indefeasibly paid in full,
the Guarantor agrees not to take any action pursuant to any rights which may
have arisen in connection with this Guaranty to be subrogated to any of the
rights (whether contractual, under the United States Bankruptcy Code, as
amended, including section 509 thereof, under common law or otherwise) of any of
the Holders against the Company or against any collateral security or guaranty
or right of offset held by the Holders for the payment of the Obligations. Until
one year and one day after all Obligations have been indefeasibly paid in full,
the Guarantor agrees not to take any action pursuant to any contractual, common
law, statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Company which may have
arisen in connection with this Guaranty. So long as the Obligations remain, if
any amount shall be paid by or on behalf of the Company to the Guarantor on
account of any of the rights waived in this paragraph, such amount shall be held
by the Guarantor in trust, segregated from other funds of the Guarantor, and
shall, forthwith upon receipt by the Guarantor, be turned over to the Holders
(duly endorsed by the Guarantor to the Holders, if required), to be applied
against the Obligations, whether matured or unmatured, in such order as the
Holders may determine. The provisions of this paragraph shall survive the term
of this Guaranty and the payment in full of the Obligations.

                                       4


                                 Exhibit 1.1(b)
<PAGE>   119

         SECTION 7. EFFECT OF BANKRUPTCY PROCEEDINGS, ETC. This Guaranty shall
continue to be effective or be automatically reinstated, as the case may be, if
at any time payment, in whole or in part, of any of the sums due to any of the
Holders pursuant to the terms of the Note Purchase Agreement or any other Note
Document is rescinded or must otherwise be restored or returned by the Holder
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Company or any other person, or upon or as a result of the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to the Company or other person or any substantial part of its property, or
otherwise, all as though such payment had not been made. If an event permitting
the acceleration of the maturity of the principal amount of the Notes shall at
any time have occurred and be continuing, and such acceleration shall at such
time be prevented by reason of the pendency against the Company or any other
person of a case or proceeding under a bankruptcy or insolvency law, the
Guarantor agrees that, for purposes of this Guaranty and its obligations
hereunder, the maturity of the principal amount of the Notes and all other
Obligations shall be deemed to have been accelerated with the same effect as if
any Holder had accelerated the same in accordance with the terms of the Note
Purchase Agreement or other applicable Note Document, and the Guarantor shall
forthwith pay such principal amount, Make-Whole Amount, if any, and interest
thereon and any other amounts guaranteed hereunder without further notice or
demand.

         SECTION 8. TERM OF AGREEMENT. This Guaranty and all guaranties,
covenants and agreements of the Guarantor contained herein shall continue in
full force and effect and shall not be discharged until such time as all of the
Obligations shall be paid and performed in full and all of the agreements of the
Guarantor hereunder shall be duly paid and performed in full.

         SECTION 9. NOTICES. All notices under the terms and provisions hereof
shall be in writing, and shall be delivered or sent by telex or telecopy or
mailed by first-class mail, postage prepaid, addressed to the Guarantor or any
Holder at the address set forth in the Note Purchase Agreement, or in each case
at such other address as the Guarantor or any Holder shall from time to time
designate in writing to the other parties. Any notice so addressed shall be
deemed to be given when actually received.

         SECTION 10. SURVIVAL. All warranties, representations and covenants
made by the Guarantor herein or in any certificate or other instrument delivered
by it or on its behalf hereunder shall be considered to have been relied upon by
the Holders and shall survive the execution and delivery of this Guaranty,
regardless of any investigation made by any of the Holders. All statements in
any such certificate or other instrument shall constitute warranties and
representations by such Guarantor hereunder.

         SECTION 11. SUBMISSION TO JURISDICTION. The Guarantor irrevocably
submits to the jurisdiction of the courts of the State of Illinois and of the
courts of the United States of America having jurisdiction in the State of
Illinois for the purpose of any legal action or proceeding in any such court
with respect to, or arising out of, this Guaranty, the Note Purchase Agreement
or the Notes. The Guarantor consents to process being served in any suit, action
or proceeding by mailing a copy thereof by registered or certified mail, postage
prepaid, return receipt requested, to its address specified in or designated
pursuant to the Note Purchase Agreement. The

                                       5

                                 Exhibit 1.1(b)
<PAGE>   120

Guarantor agrees that such service upon receipt (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by law, be taken and
held to be valid personal service upon and personal delivery to it.

         SECTION 12. MISCELLANEOUS. Any provision of this Guaranty that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the Guarantor hereby waives any provision of law that renders
any provisions hereof prohibited or unenforceable in any respect. The terms of
this Guaranty shall be binding upon, and inure to the benefit of, the Guarantor
and the Holders and their respective successors and assigns. No term or
provision of this Guaranty may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the Guarantor and the
Holders. The section and paragraph headings in this Guaranty and the table of
contents are for convenience of reference only and shall not modify, define,
expand or limit any of the terms or provisions hereof, and all references herein
to numbered sections, unless otherwise indicated, are to sections in this
Guaranty. This Guaranty shall in all respects be governed by, and construed in
accordance with, the laws of the State of Illinois, including all matters of
construction, validity and performance.

                                       6

                                 Exhibit 1.1(b)

<PAGE>   121


                  IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be duly executed as of the day and year first above written.

                                        CONSOLIDATED STORES CORPORATION,
                                        a Delaware corporation

                                        By:  ______________________________
                                        Name:  ____________________________
                                        Title:  ___________________________

                                       7

                                 Exhibit 1.1(b)

<PAGE>   122




                                                                  EXHIBIT 1.1(c)
                                                                  --------------

                               SUBSIDIARY GUARANTY

         THIS GUARANTY (this "Guaranty") dated as of May 1, 2001 is made by the
undersigned (each, a "Guarantor"), in favor of the holders from time to time of
the Notes hereinafter referred to, including each purchaser named in the Note
Purchase Agreement hereinafter referred to, and their respective successors and
assigns (collectively, the "Holders" and each individually, a "Holder").

                                W I T N E S S E T H:
                                - - - - - - - - - -

         WHEREAS, CONSOLIDATED STORES CORPORATION, an Ohio corporation (the
"Company"), Consolidated Stores Corporation, a Delaware corporation and the
parent of the Company (the "Parent"), and the initial Holders have entered into
a Note Purchase Agreement dated as of May 1, 2001 (the Note Purchase Agreement
as amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms and in effect, the "Note Purchase Agreement");

         WHEREAS, the Note Purchase Agreement contemplates the issuance by the
Company of up to $300,000,000 aggregate principal amount of Notes (as defined in
the Note Purchase Agreement) in series;

         WHEREAS, each Guarantor is a Subsidiary of the Parent and will derive
substantial benefits from the purchase by the Holders of the Company's Notes;

         WHEREAS, it is a condition precedent to the obligation of the Holders
to purchase the Notes that each Guarantor shall have executed and delivered this
Guaranty to the Holders and it is and will be a condition to the sale of
subsequent series of the Notes that this Guaranty run in favor of the holders of
such subsequent series of Notes; and

         WHEREAS, each Guarantor desires to execute and deliver this Guaranty to
satisfy the conditions described in the preceding paragraph;

         NOW, THEREFORE, in consideration of the premises and other benefits to
the Guarantors, and of the purchase of the Company's Notes by the Holders, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, each Guarantor makes this Guaranty as follows:

         SECTION 1. DEFINITIONS. Any capitalized terms not otherwise herein
defined shall have the meanings ascribed to them in the Note Purchase Agreement.

                                 Exhibit 1.1(c)

<PAGE>   123

         SECTION 2. GUARANTY. Each Guarantor unconditionally and irrevocably
guarantees to the Holders the due, prompt and complete payment by the Company of
the principal of, Make-Whole Amount, if any, and interest on, and each other
amount due under, the Notes or the Note Purchase Agreement, when and as the same
shall become due and payable (whether at stated maturity or by required or
optional prepayment or by declaration or otherwise) in accordance with the terms
of the Notes and the Note Purchase Agreement (the Notes and the Note Purchase
Agreement being sometimes hereinafter collectively referred to as the "Note
Documents" and the amounts payable by the Company under the Note Documents, and
all other monetary obligations of the Company thereunder, being sometimes
collectively hereinafter referred to as the "Obligations"). This Guaranty is a
guaranty of payment and not just of collectibility and is in no way conditioned
or contingent upon any attempt to collect from the Company or upon any other
event, contingency or circumstance whatsoever. If for any reason whatsoever the
Company shall fail or be unable duly, punctually and fully to pay such amounts
as and when the same shall become due and payable, each Guarantor, without
demand, presentment, protest or notice of any kind, will forthwith pay or cause
to be paid such amounts to the Holders under the terms of such Note Documents,
in lawful money of the United States, at the place specified in the Note
Purchase Agreement, or perform or comply with the same or cause the same to be
performed or complied with, together with interest (to the extent provided for
under such Note Documents) on any amount due and owing from the Company. Each
Guarantor, promptly after demand, will pay to the Holders the reasonable costs
and expenses of collecting such amounts or otherwise enforcing this Guaranty,
including, without limitation, the reasonable fees and expenses of counsel.
Notwithstanding the foregoing, the right of recovery against each Guarantor
under this Guaranty is limited to the extent it is judicially determined with
respect to any Guarantor that entering into this Guaranty would violate section
548 of the United States Bankruptcy Code or any comparable provisions of any
state law, in which case such Guarantor shall be liable under this Guaranty only
for amounts aggregating up to the largest amount that would not render such
Guarantor's obligations hereunder subject to avoidance under section 548 of the
United States Bankruptcy Code or any comparable provisions of any state law.

         SECTION 3. GUARANTOR'S OBLIGATIONS UNCONDITIONAL. The obligations of
each Guarantor under this Guaranty shall be primary, absolute and unconditional
obligations of each Guarantor, shall not be subject to any counterclaim,
set-off, deduction, diminution, abatement, recoupment, suspension, deferment,
reduction or defense based upon any claim each Guarantor or any other person may
have against the Company or any other person, and to the full extent permitted
by applicable law shall remain in full force and effect without regard to, and
shall not be released, discharged or in any way affected by, any circumstance or
condition whatsoever (whether or not each Guarantor or the Company shall have
any knowledge or notice thereof), including:

                  (a) any termination, amendment or modification of or deletion
         from or addition or supplement to or other change in any of the Note
         Documents or any other instrument or agreement applicable to any of the
         parties to any of the Note Documents;

                  (b) any furnishing or acceptance of any security, or any
         release of any security, for the Obligations, or the failure of any
         security or the failure of any person to perfect any interest in any
         collateral;

                                       2

                                 Exhibit 1.1(c)
<PAGE>   124
                  (c) any failure, omission or delay on the part of the Company
         to conform or comply with any term of any of the Note Documents or any
         other instrument or agreement referred to in paragraph (a) above,
         including, without limitation, failure to give notice to any Guarantor
         of the occurrence of a "Default" or an "Event of Default" under any
         Note Document;

                  (d) any waiver of the payment, performance or observance of
         any of the obligations, conditions, covenants or agreements contained
         in any Note Document, or any other waiver, consent, extension,
         indulgence, compromise, settlement, release or other action or inaction
         under or in respect of any of the Note Documents or any other
         instrument or agreement referred to in paragraph (a) above or any
         obligation or liability of the Company, or any exercise or non-exercise
         of any right, remedy, power or privilege under or in respect of any
         such instrument or agreement or any such obligation or liability;

                  (e) any failure, omission or delay on the part of any of the
         Holders to enforce, assert or exercise any right, power or remedy
         conferred on such Holder in this Guaranty, or any such failure,
         omission or delay on the part of such Holder in connection with any
         Note Document, or any other action on the part of such Holder;

                  (f) any voluntary or involuntary bankruptcy, insolvency,
         reorganization, arrangement, readjustment, assignment for the benefit
         of creditors, composition, receivership, conservatorship,
         custodianship, liquidation, marshaling of assets and liabilities or
         similar proceedings with respect to the Company, any Guarantor or to
         any other person or any of their respective properties or creditors, or
         any action taken by any trustee or receiver or by any court in any such
         proceeding;

                  (g) any discharge, termination, cancellation, frustration,
         irregularity, invalidity or unenforceability, in whole or in part, of
         any of the Note Documents or any other agreement or instrument referred
         to in paragraph (a) above or any term hereof;

                  (h) any merger or consolidation of the Company or any
         Guarantor into or with any other corporation, or any sale, lease or
         transfer of any of the assets of the Company or any Guarantor to any
         other person;

                  (i) any change in the ownership of any shares of capital stock
         of the Company or any change in the corporate relationship between the
         Company and any Guarantor, or any termination of such relationship;

                  (j) any release or discharge, by operation of law, of any
         Guarantor from the performance or observance of any obligation,
         covenant or agreement contained in this Guaranty; or



                                        3

                                 Exhibit 1.1(c)
<PAGE>   125

                  (k) any other occurrence, circumstance, happening or event
         whatsoever, whether similar or dissimilar to the foregoing, whether
         foreseen or unforeseen, and any other circumstance which might
         otherwise constitute a legal or equitable defense or discharge of the
         liabilities of a guarantor or surety or which might otherwise limit
         recourse against any Guarantor.

Notwithstanding any other provision contained in this Guaranty, each Guarantor's
liability with respect to the principal amount of the Notes shall be no greater
than the liability of the Company with respect thereto.

         SECTION 4. FULL RECOURSE OBLIGATIONS. The obligations of each Guarantor
set forth herein constitute the full recourse obligations of such Guarantor
enforceable against it to the full extent of all its assets and properties.

         SECTION 5. WAIVER. Each Guarantor unconditionally waives, to the extent
permitted by applicable law, (a) notice of any of the matters referred to in
Section 3, (b) notice to such Guarantor of the incurrence of any of the
Obligations, notice to such Guarantor or the Company of any breach or default by
such Company with respect to any of the Obligations or any other notice that may
be required, by statute, rule of law or otherwise, to preserve any rights of the
Holders against such Guarantor, (c) presentment to or demand of payment from the
Company or such Guarantor with respect to any amount due under any Note Document
or protest for nonpayment or dishonor, (d) any right to the enforcement,
assertion or exercise by any of the Holders of any right, power, privilege or
remedy conferred in the Note Purchase Agreement or any other Note Document or
otherwise, (e) any requirement of diligence on the part of any of the Holders,
(f) any requirement to exhaust any remedies or to mitigate the damages resulting
from any default under any Note Document, (g) any notice of any sale, transfer
or other disposition by any of the Holders of any right, title to or interest in
the Note Purchase Agreement or in any other Note Document and (h) any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge, release or defense of a guarantor or surety or which might otherwise
limit recourse against such Guarantor.

         SECTION 6. SUBROGATION, CONTRIBUTION, REIMBURSEMENT OR INDEMNITY. Until
one year and one day after all Obligations have been indefeasibly paid in full,
each Guarantor agrees not to take any action pursuant to any rights which may
have arisen in connection with this Guaranty to be subrogated to any of the
rights (whether contractual, under the United States Bankruptcy Code, as
amended, including section 509 thereof, under common law or otherwise) of any of
the Holders against the Company or against any collateral security or guaranty
or right of offset held by the Holders for the payment of the Obligations. Until
one year and one day after all Obligations have been indefeasibly paid in full,
each Guarantor agrees not to take any action pursuant to any contractual, common
law, statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Company which may have
arisen in connection with this Guaranty. So long as the Obligations remain, if
any amount shall be paid by or on behalf of the Company to any Guarantor on
account of any of the rights waived in this paragraph, such amount shall be held
by such Guarantor in trust, segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be

                                       4

                                 Exhibit 1.1(c)
<PAGE>   126

turned over to the Holders (duly endorsed by such Guarantor to the Holders, if
required), to be applied against the Obligations, whether matured or unmatured,
in such order as the Holders may determine. The provisions of this paragraph
shall survive the term of this Guaranty and the payment in full of the
Obligations.

         SECTION 7. EFFECT OF BANKRUPTCY PROCEEDINGS, ETC. This Guaranty shall
continue to be effective or be automatically reinstated, as the case may be, if
at any time payment, in whole or in part, of any of the sums due to any of the
Holders pursuant to the terms of the Note Purchase Agreement or any other Note
Document is rescinded or must otherwise be restored or returned by such Holder
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Company or any other person, or upon or as a result of the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to the Company or other person or any substantial part of its property, or
otherwise, all as though such payment had not been made. If an event permitting
the acceleration of the maturity of the principal amount of the Notes shall at
any time have occurred and be continuing, and such acceleration shall at such
time be prevented by reason of the pendency against the Company or any other
person of a case or proceeding under a bankruptcy or insolvency law, each
Guarantor agrees that, for purposes of this Guaranty and its obligations
hereunder, the maturity of the principal amount of the Notes and all other
Obligations shall be deemed to have been accelerated with the same effect as if
any Holder had accelerated the same in accordance with the terms of the Note
Purchase Agreement or other applicable Note Document, and such Guarantor shall
forthwith pay such principal amount, Make-Whole Amount, if any, and interest
thereon and any other amounts guaranteed hereunder without further notice or
demand.

         SECTION 8. TERM OF AGREEMENT. This Guaranty and all guaranties,
covenants and agreements of each Guarantor contained herein shall continue in
full force and effect and shall not be discharged until such time as all of the
Obligations shall be paid and performed in full and all of the agreements of
such Guarantor hereunder shall be duly paid and performed in full.

         SECTION 9. REPRESENTATIONS AND WARRANTIES. Each Guarantor represents
and warrants to each Holder that:

                  (a) such Guarantor is a corporation duly organized, validly
         existing and in good standing under the laws of its jurisdiction of
         organization and has the corporate power and authority to own and
         operate its property, to lease the property it operates as lessee and
         to conduct the business in which it is currently engaged;

                  (b) such Guarantor has the corporate power and authority and
         the legal right to execute and deliver, and to perform its obligations
         under, this Guaranty, and has taken all necessary corporate action to
         authorize its execution, delivery and performance of this Guaranty;

                  (c) this Guaranty constitutes a legal, valid and binding
         obligation of such Guarantor enforceable in accordance with its terms,
         except as enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting

                                       5

                                 Exhibit 1.1(c)
<PAGE>   127

         the enforcement of creditors' rights generally and by general equitable
         principles (regardless of whether such enforceability is considered in
         a proceeding in equity or at law);

                  (d) the execution, delivery and performance of this Guaranty
         will not violate any provision of any material requirement of law or
         material contractual obligation of such Guarantor and will not result
         in or require the creation or imposition of any Lien on any of the
         properties, revenues or assets of such Guarantor pursuant to the
         provisions of any material contractual obligation of such Guarantor or
         any requirement of law;

                  (e) no consent or authorization of, filing with, or other act
         by or in respect of, any arbitrator or governmental authority is
         required in connection with the execution, delivery, performance,
         validity or enforceability of this Guaranty;

                  (f) no litigation, investigation or proceeding of or before
         any arbitrator or governmental authority is pending or, to the
         knowledge of such Guarantor, threatened by or against such Guarantor or
         any of its properties or revenues (i) with respect to this Guaranty or
         any of the transactions contemplated hereby or (ii) which could
         reasonably be expected to have a material adverse effect upon the
         business, operations or financial condition of such Guarantor and its
         Subsidiaries taken as a whole;

                  (g) the execution, delivery and performance of this Guaranty
         will not violate any provision of any order, judgment, writ, award or
         decree of any court, arbitrator or Governmental Authority, domestic or
         foreign, or of the charter or by-laws of such Guarantor or of any
         securities issued by such Guarantor; and

                  (h) such Guarantor (after giving due consideration to any
         rights of contribution) has received fair consideration and reasonably
         equivalent value for the incurrence of its obligations hereunder or as
         contemplated hereby and after giving effect to the transactions
         contemplated herein, (i) the fair value of the assets of such Guarantor
         (both at fair valuation and at present fair saleable value) exceeds its
         liabilities, (ii) such Guarantor is able to and expects to be able to
         pay its debts as they mature, and (iii) such Guarantor has capital
         sufficient to carry on its business as conducted and as proposed to be
         conducted.

         SECTION 10. NOTICES. All notices under the terms and provisions hereof
shall be in writing, and shall be delivered or sent by telex or telecopy or
mailed by first-class mail, postage prepaid, addressed (a) if to any Holder at
the address set forth in, the Note Purchase Agreement or (b) if to a Guarantor,
in care of the Company at the Company's address set forth in the Note Purchase
Agreement, or in each case at such other address as the Company, any Holder or
such Guarantor shall from time to time designate in writing to the other
parties. Any notice so addressed shall be deemed to be given when actually
received.

         SECTION 11. SURVIVAL. All warranties, representations and covenants
made by each Guarantor herein or in any certificate or other instrument
delivered by it or on its behalf
                                       6

                                 Exhibit 1.1(c)

<PAGE>   128

hereunder shall be considered to have been relied upon by the Holders and shall
survive the execution and delivery of this Guaranty, regardless of any
investigation made by any of the Holders. All statements in any such certificate
or other instrument shall constitute warranties and representations by such
Guarantor hereunder.

         SECTION 12. SUBMISSION TO JURISDICTION. Each Guarantor irrevocably
submits to the jurisdiction of the courts of the State of Illinois and of the
courts of the United States of America having jurisdiction in the State of
Illinois for the purpose of any legal action or proceeding in any such court
with respect to, or arising out of, this Guaranty, the Note Purchase Agreement
or the Notes. Each Guarantor consents to process being served in any suit,
action or proceeding by mailing a copy thereof by registered or certified mail,
postage prepaid, return receipt requested, to the address of such Guarantor
specified in or designated pursuant to the Note Purchase Agreement. Each
Guarantor agrees that such service upon receipt (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by law, be taken and
held to be valid personal service upon and personal delivery to such Guarantor.

         SECTION 13. MISCELLANEOUS. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, each Guarantor hereby waives any provision of law that
renders any provisions hereof prohibited or unenforceable in any respect. The
terms of this Guaranty shall be binding upon, and inure to the benefit of, each
Guarantor and the Holders and their respective successors and assigns. No term
or provision of this Guaranty may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by each Guarantor and the
Holders. The section and paragraph headings in this Guaranty and the table of
contents are for convenience of reference only and shall not modify, define,
expand or limit any of the terms or provisions hereof, and all references herein
to numbered sections, unless otherwise indicated, are to sections in this
Guaranty. This Guaranty shall in all respects be governed by, and construed in
accordance with, the laws of the State of Illinois, including all matters of
construction, validity and performance.

                                       7

                                 Exhibit 1.1(c)

<PAGE>   129


                  IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to
be duly executed as of the day and year first above written.

                                             [INSERT GUARANTOR SIGNATURE BLOCKS]


                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                       8

                                 Exhibit 1.1(c)

<PAGE>   130


                     FORM OF JOINDER TO SUBSIDIARY GUARANTY

         The undersigned (the "Guarantor"), joins in the Subsidiary Guaranty
dated as of May 1, 2001 from the Guarantors named therein in favor of the
Purchasers, as defined therein, and agrees to be bound by all of the terms
thereof and represents and warrants to the Purchasers that:

                  (a) the Guarantor is a corporation duly organized, validly
         existing and in good standing under the laws of its jurisdiction of
         organization and has the corporate power and authority to own and
         operate its property, to lease the property it operates as lessee and
         to conduct the business in which it is currently engaged;

                  (b) the Guarantor has the corporate power and authority and
         the legal right to execute and deliver, and to perform its obligations
         under, this Guaranty, and has taken all necessary corporate action to
         authorize its execution, delivery and performance of this Guaranty;

                  (c) this Guaranty constitutes a legal, valid and binding
         obligation of the Guarantor enforceable in accordance with its terms,
         except as enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting the enforcement of
         creditors' rights generally and by general equitable principles
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law);

                  (d) the execution, delivery and performance of this Guaranty
         will not violate any provision of any material requirement of law or
         material contractual obligation of the Guarantor and will not result in
         or require the creation or imposition of any Lien on any of the
         properties, revenues or assets of the Guarantor pursuant to the
         provisions of any material contractual obligation of the Guarantor or
         any requirement of law;

                  (e) no consent or authorization of, filing with, or other act
         by or in respect of, any arbitrator or governmental authority is
         required in connection with the execution, delivery, performance,
         validity or enforceability of this Guaranty;

                  (f) no litigation, investigation or proceeding of or before
         any arbitrator or governmental authority is pending or, to the
         knowledge of the Guarantor, threatened by or against the Guarantor or
         any of its properties or revenues (i) with respect to this Guaranty or
         any of the transactions contemplated hereby or (ii) which could
         reasonably be expected to have a material adverse effect upon the
         business, operations or financial condition of the Guarantor and its
         Subsidiaries taken as a whole;

                  (g) the execution, delivery and performance of this Guaranty
         will not violate any provision of any order, judgment, writ, award or
         decree of any court, arbitrator or Governmental Authority, domestic or
         foreign, or of the charter or by-laws of the Guarantor or of any
         securities issued by the Guarantor; and

                                       9

                                 Exhibit 1.1(c)

<PAGE>   131

                  (h) the Guarantor (after giving due consideration to any
         rights of contribution) has received fair consideration and reasonably
         equivalent value for the incurrence of its obligations hereunder or as
         contemplated hereby and after giving effect to the transactions
         contemplated herein, (i) the fair value of the assets of the Guarantor
         (both at fair valuation and at present fair saleable value) exceeds its
         liabilities, (ii) the Guarantor is able to and expects to be able to
         pay its debts as they mature, and (iii) the Guarantor has capital
         sufficient to carry on its business as conducted and as proposed to be
         conducted.

Capitalized terms used but not defined herein have the meanings ascribed thereto
in the Subsidiary Guaranty.

                  IN WITNESS WHEREOF, the undersigned has caused this Joinder to
Subsidiary Guaranty to be duly executed as of __________, ____.

                                              [Name of Guarantor]


                                              By: ______________________________
                                              Name: ____________________________
                                              Title: ___________________________

                                       10

                                 Exhibit 1.1(c)

<PAGE>   132



                                                                  EXHIBIT 1.1(d)
                                                                  --------------

                              [FORM OF SUPPLEMENT]

                      SUPPLEMENT TO NOTE PURCHASE AGREEMENT

         THIS SUPPLEMENT is entered into as of [ ], [ ] (this "Supplement")
between CONSOLIDATED STORES CORPORATION, an Ohio corporation (the "Company"),
CONSOLIDATED STORES CORPORATION, a Delaware corporation (the "Parent") and the
Purchasers listed in the attached Schedule A (the "Purchasers").

                                 R E C I T A L S
                                 ---------------

         A. The Parent and the Company have entered into a Note Purchase
Agreement dated as of May 1, 2001 with the purchasers listed in Schedule A
thereto [and one or more supplements or amendments thereto] (as heretofore
amended and supplemented, the "Note Purchase Agreement"); and

         B. The Company desires to issue and sell, and the Purchasers desire to
purchase, an additional series of Notes (as defined in the Note Purchase
Agreement) pursuant to the Note Purchase Agreement and in accordance with the
terms set forth below;

         NOW, THEREFORE, the Parent, the Company and the Purchasers agree as
follows:

         1. AUTHORIZATION OF THE NEW SERIES OF NOTES. The Company has authorized
the issue and sale of $[ ] aggregate principal amount of Notes to be designated
as its [__]% Senior Notes, Series [ ], due [ ], [ ] (the "Series [ ] Notes",
such term to include any such Notes issued in substitution therefor pursuant to
Section 13 of the Note Purchase Agreement). The Series [ ] Notes shall be
substantially in the form set out in Exhibit 1 to this Supplement, with such
changes therefrom, if any, as may be approved by you and the Company.

         2. SALE AND PURCHASE OF SERIES [ ] NOTES. Subject to the terms and
conditions of this Supplement and the Note Purchase Agreement, the Company will
issue and sell to each of the Purchasers, and the Purchasers will purchase from
the Company, at the Closing provided for in Section 3, Series [ ] Notes in the
principal amount specified opposite their respective names in the attached
Schedule A at the purchase price of 100% of the principal amount thereof. The
obligations of the Purchasers hereunder are several and not joint obligations
and no Purchaser shall have any liability to any Person for the performance or
non-performance by any other Purchaser hereunder.


                                   Schedule A

<PAGE>   133

         3. CLOSING. The sale and purchase of the Series [ ] Notes to be
purchased by the Purchasers shall occur at the offices of Gardner, Carton &
Douglas, Quaker Tower, Suite 3400, 321 North Clark Street, Chicago, Illinois
60610 at 9:00 a.m., Chicago time, at a closing (the "Closing") on [ ], [ ] or on
such other Business Day thereafter on or prior to [ ], [ ] as may be agreed upon
by the Company and the Purchasers. At the Closing the Company will deliver to
each Purchaser the Series [ ] Notes to be purchased by it in the form of a
single Note (or such greater number of Series [ ] Notes in denominations of at
least $500,000 as such Purchaser may request) dated the date of the Closing and
registered in its name (or in the name of its nominee), against delivery by such
Purchaser to the Company or its order of immediately available funds in the
amount of the purchase price therefor by wire transfer of immediately available
funds for the account of the Company to account number [__________] at
[_________________] Bank, [Insert Bank address, ABA number for wire transfers,
and any other relevant wire transfer information]. If at the Closing the Company
shall fail to tender such Series [ ] Notes to a Purchaser as provided above in
this Section 3, or any of the conditions specified in Section 4 of the Note
Purchase Agreement, as modified or expanded by Section 4 hereof, shall not have
been fulfilled to such Purchaser's satisfaction, such Purchaser shall, at its
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights it may have by reason of such failure or such
nonfulfillment.

         4. CONDITIONS TO CLOSING. Each Purchasers obligation to purchase and
pay for the Series [ ] Notes to be sold to it at the Closing is subject to the
fulfillment to its satisfaction, prior to or at the Closing, of the conditions
set forth in Section 4 of the Note Purchase Agreement, as hereafter modified,
and to the following additional conditions:

            [Set forth any modifications and additional conditions.]

         5. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE COMPANY. Each
of the Parent and the Company represents and warrants to the Purchasers that
each of the representations and warranties contained in Section 5 of the Note
Purchase Agreement is true and correct as of the date hereof (i) except that all
references to "Purchaser" and "you" therein shall be deemed to refer to the
Purchasers hereunder, all references to "this Agreement" shall be deemed to
refer to the Note Purchase Agreement as supplemented by this Supplement, and all
references to "Notes" therein shall be deemed to include the Series [ ] Notes,
and (ii) except for changes to such representations and warranties or the
Schedules referred to therein, which changes are set forth in the attached
Schedule 5.

         6. REPRESENTATIONS OF THE PURCHASERS. Each Purchaser confirms to the
Parent and the Company that the representations set forth in Section 6 of the
Note Purchase Agreement are true and correct as to such Purchaser.

         7. MANDATORY PREPAYMENT OF THE SERIES [ ] NOTES. [The Series [ ] Notes
are not subject to mandatory prepayment by the Company.] [On [ ], [ ] and on
each [ ] thereafter to and including [ ], [ ] the Company will prepay $[ ]
principal amount (or such lesser principal amount as shall then be outstanding)
of the Series [ ] Notes at par and without payment of the Make-Whole Amount or
any premium.]

                                       2

                                 Exhibit 1.1(d)
<PAGE>   134

         8. APPLICABILITY OF NOTE PURCHASE AGREEMENT. Except as otherwise
expressly provided herein (and expressly permitted by the Note Purchase
Agreement), all of the provisions of the Note Purchase Agreement are
incorporated by reference herein and shall apply to the Series [ ] Notes as if
expressly set forth in this Supplement.

         IN WITNESS WHEREOF, the Parent, the Company and the Purchasers have
caused this Supplement to be executed and delivered as of the date set forth
above.

                                        CONSOLIDATED STORES CORPORATION,
                                             an Ohio Corporation

                                        By: ____________________________
                                        Name: __________________________
                                        Title: _________________________

                                        CONSOLIDATED STORES CORPORATION,
                                             a Delaware Corporation

                                        By: ____________________________
                                        Name: __________________________
                                        Title: _________________________

[ADD PURCHASER SIGNATURE BLOCKS]

                                       3

                                 Exhibit 1.1(d)

<PAGE>   135


                                                                      Schedule A
                                                                   to Supplement
                                                                   -------------

                       INFORMATION RELATING TO PURCHASERS

                                                     Principal Amount of Series
Name and Address of Purchaser                       [    ] Notes to be Purchased
-----------------------------                       ----------------------------


[NAME OF PURCHASER]                                           $

  (1)    All payments by wire transfer
                  of immediately available
                  funds to:



                  with sufficient information
                  to identify the source and
                  application of such funds.

  (2)    All notices of payments and
                  written confirmations of such
                  wire transfers:

  (3)    All other communications:

                                       4

                                 Exhibit 1.1(d)

<PAGE>   136


                                                                      Schedule 5
                                                                   to Supplement
                                                                   -------------

                          EXCEPTIONS TO REPRESENTATIONS
                                 AND WARRANTIES

                                       5

                                 Exhibit 1.1(d)

<PAGE>   137


                                                                    Exhibit 1 to
                                                                      Supplement
                                                                      ----------

                           [FORM OF SERIES [   ] NOTE]

                                       6

                                 Exhibit 1.1(d)
<PAGE>   138


                                                                  EXHIBIT 1.2(a)
                                                                  --------------

                    [FORM OF SERIES 2001-A, TRANCHE 1, NOTE]


                         CONSOLIDATED STORES CORPORATION

                        7.87% Senior Note, Series 2001-A,
                           Tranche 1, due May 15, 2005

No. [_____]                                                               [Date]
$[_______]                                                   PPN[______________]

                  FOR VALUE RECEIVED, the undersigned, CONSOLIDATED STORES
CORPORATION (herein called the "Company"), a corporation organized and existing
under the laws of the State of Ohio, promises to pay to [ ], or registered
assigns, the principal sum of $[ ] on May 15, 2005, with interest (computed on
the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of 7.87% per annum from the date hereof, payable
semiannually, on May 15 and November 15 in each year, commencing with the May 15
or November 15 next succeeding the date hereof (except that no interest payment
shall be made on May 15, 2001), until the principal hereof shall have become due
and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable semiannually as aforesaid (or, at
the option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 9.87% or (ii) 2% over the rate of
interest publicly announced by Bank of America from time to time in Chicago,
Illinois as its "base" or "prime" rate.

                  Payments of principal of, interest on and any Make-Whole
Amount with respect to this Note are to be made in lawful money of the United
States of America at the principal office of Bank of America in Chicago,
Illinois or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.

                  This Note is one of a series of Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement, dated as of May 1, 2001
as from time to time amended and supplemented, the "Note Purchase Agreement"),
among Consolidated Stores Corporation, a Delaware corporation (the "Parent"),
the Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreement.


                                 Exhibit 1.2(a)

<PAGE>   139

                  This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

                  This Note is subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note
Purchase Agreement, but not otherwise.

                  If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be declared
or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase Agreement,
is guaranteed pursuant to the terms of Guaranties dated as of May 1, 2001 of the
Parent and certain Subsidiaries of the Company(1).

                  This Note will be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State of
Illinois excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such State.

                                                 CONSOLIDATED STORES CORPORATION


                                                 By: ___________________________
                                                 Title: ________________________
                                                 Name: _________________________

------------
(1)      This paragraph must be modified at such time as there are no Subsidiary
         Guarantors.

                                       2

                                 Exhibit 1.2(a)
<PAGE>   140


                                                                  EXHIBIT 1.2(b)
                                                                  --------------

                    [FORM OF SERIES 2001-A, TRANCHE 2, NOTE]


                         CONSOLIDATED STORES CORPORATION

                        7.97% Senior Note, Series 2001-A,
                           Tranche 2, due May 15, 2006

No. [_____]                                                               [Date]
$[_______]                                                   PPN[______________]

                  FOR VALUE RECEIVED, the undersigned, CONSOLIDATED STORES
CORPORATION (herein called the "Company"), a corporation organized and existing
under the laws of the State of Ohio, promises to pay to [     ], or registered
assigns, the principal sum of $[     ] on May 15, 2006, with interest (computed
on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance thereof at the rate of 7.97% per annum from the date hereof, payable
semiannually, on May 15 and November 15 in each year, commencing with the May 15
or November 15 next succeeding the date hereof (except that no interest payment
shall be made on May 15, 2001), until the principal hereof shall have become due
and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable semiannually as aforesaid (or, at
the option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 9.97% or (ii) 2% over the rate of
interest publicly announced by Bank of America from time to time in Chicago,
Illinois as its "base" or "prime" rate.

                  Payments of principal of, interest on and any Make-Whole
Amount with respect to this Note are to be made in lawful money of the United
States of America at the principal office of Bank of America in Chicago,
Illinois or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.

                  This Note is one of a series of Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement, dated as of May 1, 2001
as from time to time amended and supplemented, the "Note Purchase Agreement"),
among Consolidated Stores Corporation, a Delaware corporation (the "Parent"),
the Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreement.


                                 Exhibit 1.2(b)

<PAGE>   141

                  This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

                  This Note is subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note
Purchase Agreement, but not otherwise.

                  If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be declared
or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase Agreement,
is guaranteed pursuant to the terms of Guaranties dated as of May 1, 2001 of the
Parent and certain Subsidiaries of the Company(1).

                  This Note will be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State of
Illinois excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such State.

                                                 CONSOLIDATED STORES CORPORATION


                                                 By: ___________________________
                                                 Title: ________________________
                                                 Name: _________________________

------------
(1)      This paragraph must be modified at such time as there are no Subsidiary
         Guarantors.

                                       2

                                 Exhibit 1.2(b)

<PAGE>   142
                                                                  EXHIBIT 1.2(c)
                                                                  --------------

                    [FORM OF SERIES 2001-A, TRANCHE 3, NOTE]


                         CONSOLIDATED STORES CORPORATION

                        8.07% Senior Note, Series 2001-A,
                           Tranche 3, due May 15, 2007

No. [_____]                                                               [Date]
$[_______]                                                   PPN[______________]

                  FOR VALUE RECEIVED, the undersigned, CONSOLIDATED STORES
CORPORATION (herein called the "Company"), a corporation organized and existing
under the laws of the State of Ohio, promises to pay to [     ], or registered
assigns, the principal sum of $[     ] on May 15, 2007, with interest (computed
on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance thereof at the rate of 8.07% per annum from the date hereof, payable
semiannually, on May 15 and November 15 in each year, commencing with the May 15
or November 15 next succeeding the date hereof (except that no interest payment
shall be made on May 15, 2001), until the principal hereof shall have become due
and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable semiannually as aforesaid (or, at
the option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 10.07% or (ii) 2% over the rate of
interest publicly announced by Bank of America from time to time in Chicago,
Illinois as its "base" or "prime" rate.

                  Payments of principal of, interest on and any Make-Whole
Amount with respect to this Note are to be made in lawful money of the United
States of America at the principal office of Bank of America in Chicago,
Illinois or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.

                  This Note is one of a series of Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement, dated as of May 1, 2001
as from time to time amended and supplemented, the "Note Purchase Agreement"),
among Consolidated Stores Corporation, a Delaware corporation (the "Parent"),
the Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreement.

                                 Exhibit 1.2(c)

<PAGE>   143


                  This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

                  This Note is subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note
Purchase Agreement, but not otherwise.

                  If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be declared
or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase Agreement,
is guaranteed pursuant to the terms of Guaranties dated as of May 1, 2001 of the
Parent and certain Subsidiaries of the Company(1).

                  This Note will be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State of
Illinois excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such State.

                                                 CONSOLIDATED STORES CORPORATION


                                                 By: ___________________________
                                                 Title: ________________________
                                                 Name: _________________________

------------
(1)      This paragraph must be modified at such time as there are no Subsidiary
         Guarantors.

                                       2

                                 Exhibit 1.2(c)

<PAGE>   144


                                                                  EXHIBIT 4.4(a)

                           FORM OF OPINION OF COUNSEL
                                 TO THE COMPANY

         The opinions of Vorys, Sater, Seymour and Pease LLP, counsel to the
Parent and the Company, and Charles W. Haubiel II, General Counsel of the
Parent, the Company and the Subsidiary Guarantors, shall be to the effect that:

         1. Each of the Parent, the Company and each Subsidiary Guarantor is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and each has all requisite corporate
power and authority to own and operate its properties, to carry on its business
as now conducted, and, in the case of the Company, to enter into and perform the
Note Purchase Agreement and to issue and sell the Series 2001-A Notes, in the
case of the Parent, to enter into and perform the Note Purchase Agreement and
the Parent Guaranty, and, in the case of each Subsidiary Guarantor, to enter
into and perform the Subsidiary Guaranty.

         2. The Note Purchase Agreement and the Series 2001-A Notes have been
duly authorized by proper corporate action on the part of the Company, and, in
the case of the Agreement, by the Parent, have been duly executed and delivered
by an authorized officer of the Company or the Parent, as the case may be, and
constitute the legal, valid and binding agreements of the Company and the
Parent, enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application relating to or
affecting the enforcement of the rights of creditors or by equitable principles,
regardless of whether enforcement is sought in a proceeding in equity or at law.

         3. The Guaranties have been duly authorized by proper corporate action
on the part of the Parent or each Subsidiary Guarantor, as the case may be, have
been duly executed and delivered by an authorized officer of the Parent or each
such Subsidiary Guarantor, as the case may be, and constitute the legal, valid
and binding obligation of the Parent and each Subsidiary Guarantor, enforceable
in accordance with their terms, except to the extent the enforcement thereof may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws of general application relating to or
affecting the enforcement of the rights of creditors or by equitable principles,
regardless of whether enforcement is sought in a proceeding in equity or at law.

         4. An Ohio court, or a federal court sitting in Ohio, would honor the
choice of Illinois law to govern the Note Purchase Agreement, the Series 2001-A
Notes and the Guaranties.

         5. Based on the representations set forth in the Agreement, the
offering, sale and delivery of the Series 2001-A Notes and delivery of the
Guaranties do not require the registration of the Series 2001-A Notes or the
Guaranties under the Securities Act of 1933, as amended, or the qualification of
an indenture under the Trust Indenture Act of 1939, as amended.

                                 Exhibit 4.4(a)



<PAGE>   145

         6. No authorization, approval or consent of, and no designation,
filing, declaration, registration and/or qualification with, any Governmental
Authority is necessary or required in connection with the execution, delivery
and performance by the Parent or the Company of the Note Purchase Agreement or
the offering, issuance and sale by the Company of the Series 2001-A Notes, and
no authorization, approval or consent of, and no designation, filing,
declaration, registration and/or qualification with, any Governmental Authority
is necessary or required in connection with the execution, delivery and
performance by the Parent or any Subsidiary Guarantor of the Guaranties.

         7. The issuance and sale of the Series 2001-A Notes by the Company, the
performance by the Company of the terms and conditions of the Series 2001-A
Notes and by the Parent and the Company of the Note Purchase Agreement and the
execution and delivery by the Parent and the Company of the Note Purchase
Agreement do not conflict with, or result in any breach or violation of any of
the provisions of, or constitute a default under, or result in the creation or
imposition of any Lien on, the property of the Parent or any Subsidiary,
including the Company, pursuant to the provisions of (i) the certificate or
articles of incorporation, bylaws or code of regulations of the Parent or any
Subsidiary, including the Company,, (ii) any loan agreement known to such
counsel to which the Parent or any Subsidiary, including the Company, is a party
or by which any of them or their property is bound, (iii) any other Material
agreement or instrument known to such counsel to which the Parent or any
Subsidiary, including the Company, is a party or by which any of them or their
property is bound, (iv) any law (including usury laws) or regulation applicable
to the Parent or the Company, or (v) to the knowledge of such counsel, any
order, writ, injunction or decree of any court or Governmental Authority
applicable to the Parent or the Company.

         8. The execution, delivery and performance of the Guaranties will not
conflict with, or result in any breach or violation of any of the provisions of,
or constitute a default under, or result in the creation or imposition of any
Lien on, the property of the Parent or any Subsidiary Guarantor pursuant to the
provisions of (i) its certificate or articles of incorporation or by-laws, (ii)
any loan agreement known to such counsel to which the Parent or any Subsidiary
Guarantor is a party or by which it or its property is bound, (iii) any other
agreement or instrument known to such counsel to which the Parent or any
Subsidiary Guarantor is a party or by which it or its property is bound, (iv)
any law or regulation applicable to the Parent or any Subsidiary Guarantor, or
(v) to the knowledge of such counsel, any order, writ, injunction or decree of
any court or Governmental Authority applicable to the Parent or any Subsidiary
Guarantor.

         9. Except as disclosed in Section 5.8 to the Note Purchase Agreement,
to such counsel's knowledge there are no actions, suits or proceedings pending,
or threatened against, or affecting the Parent, the Company or any Subsidiary,
at law or in equity or before or by any Governmental Authority, that are likely
to result, individually or in the aggregate, in a Material Adverse Effect.

         10. None of the Parent or Company nor any other Subsidiary is (i) a
"public utility company" or a "holding company," or a "subsidiary company" of a
"holding company," as such

                                       2

                                 Exhibit 4.4(a)

<PAGE>   146

terms are defined in the Public Utility Holding Company Act of 1935, as amended,
(ii) a "public utility" as defined in the Federal Power Act, as amended, or
(iii) an "investment company" or a company "controlled" by an "investment
company," as such terms are defined in the Investment Company Act of 1940, as
amended.

         11. The issuance of the Series 2001-A Notes and the intended use of the
proceeds of the sale of the Series 2001-A Notes do not violate or conflict with
Regulation U, T or X of the Board of Governors of the Federal Reserve System.

The opinion of Vorys, Sater, Seymour and Pease LLP shall state that Gardner,
Carton & Douglas may rely on its opinion to the extent set forth in such
counsel's opinion and shall cover such other matters relating to the sale of the
Series 2001-A Notes as the Purchasers may reasonably request. With respect to
matters of fact on which such opinion is based, such counsel shall be entitled
to rely on appropriate certificates of public officials and officers of the
Parent and the Company and with respect to matters governed by the laws of any
jurisdiction other than the United States of America, the laws of the State of
Ohio or the Delaware General Corporation Law, such counsel may rely upon the
opinions of counsel deemed (and stated in their opinion to be deemed) by them to
be competent and reliable. For purposes of their opinion as to enforceability in
paragraphs 2 and 3, Vorys, Sater, Seymour and Pease LLP may assume that Illinois
law is substantially identical to Ohio law.

                                       3

                                 Exhibit 4.4(a)

<PAGE>   147



                                                                  EXHIBIT 4.4(b)

                       FORM OF OPINION OF SPECIAL COUNSEL
                                TO THE PURCHASERS

         The opinion of Gardner, Carton & Douglas, special counsel to the
Purchasers, shall be to the effect that:

         1. Each of the Parent and the Company is a corporation organized and
validly existing in good standing under the laws of its state of incorporation,
with requisite corporate power and authority to enter into the Agreement and to
issue and sell the Series 2001-A Notes in the case of the Company and to enter
into the Agreement and the Parent Guaranty in the case of the Parent.

         2. The Note Purchase Agreement and the Series 2001-A Notes have been
duly authorized by proper corporate action on the part of the Company, and, in
the case of the Agreement, by the Parent, have been duly executed and delivered
by an authorized officer of the Company and the Parent, and constitute the
legal, valid and binding agreements of the Company and the Parent, enforceable
in accordance with their terms, except to the extent that enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws of general application relating to or affecting the enforcement
of the rights of creditors or by equitable principles, regardless of whether
enforcement is sought in a proceeding in equity or at law.

         3. The Guaranties constitute the legal, valid and binding obligation of
the Parent and each Subsidiary Guarantor, enforceable in accordance with their
terms, except to the extent the enforcement thereof may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws of general application relating to or affecting the enforcement of
the rights of creditors or by equitable principles, regardless of whether
enforcement is sought in a proceeding in equity or at law.

         4. Based upon the representations set forth in the Agreement, the
offering, sale and delivery of the Series 2001-A Notes and the execution and
delivery of the Guaranties do not require the registration of the Series 2001-A
Notes or the Guaranties under the Securities Act of 1933, as amended, nor the
qualification of an indenture under the Trust Indenture Act of 1939, as amended.

         5. The issuance and sale of the Series 2001-A Notes and compliance with
the terms and provisions of the Series 2001-A Notes and the Agreement will not
conflict with or result in any breach of any of the provisions of the
Certificate of Incorporation or By-Laws of the Company.

         6. No approval, consent or withholding of objection on the part of, or
filing, registration or qualification with, any governmental body, federal or
state, is necessary in connection with the execution and delivery of the
Agreement or the Series 2001-A Notes.

                                 Exhibit 4.4(b)

<PAGE>   148

Gardner, Carton & Douglas may rely (i) as to matters of Ohio law, (ii) as to the
corporate power of the Company, the due authorization, execution and delivery by
the Company of the Agreement and the Notes and the binding nature of the
Agreement and the Notes on the Company and (iii) as to the due authorization,
execution and delivery by each Subsidiary Guarantor of the Subsidiary Guaranty
and as to its binding nature on each such Subsidiary Guaranty, upon the opinion
of Vorys, Sater, Seymour and Pease LLP. The opinion of Gardner, Carton & Douglas
also shall state that the opinion Vorys, Sater, Seymour and Pease LLP, counsel
for the Parent and the Company, delivered to you pursuant to the Agreement, is
satisfactory in form and scope to Gardner, Carton & Douglas, and, in its
opinion, it and the Purchasers are justified in relying thereon and shall cover
such other matters relating to the sale of the Series 2001-A Notes as the
Purchasers may reasonably request.

CH01/12141260.13

                                       2

                                 Exhibit 4.4(b)