<PAGE>
                                                                       10(e)(ii)


                                SECOND AMENDMENT
                               TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT"), dated as
of February 25, 2002, is made by and among Big Lots Stores, Inc., an Ohio
corporation (formerly known as Consolidated Stores Corporation) (the
"BORROWER"), each of the Guarantors (as defined in the Credit Agreement defined
below), the Banks (as defined in the Credit Agreement defined below), National
City Bank in its capacity as administrative agent for the Banks under the Credit
Agreement (the "ADMINISTRATIVE AGENT") and as Lead Arranger and a Managing
Agent, Fleet National Bank, as Syndication Agent and a Managing Agent, PNC Bank,
National Association and First Union National Bank, as Documentation Agents and
Managing Agents, and Bank of America, N.A., The Bank of New York, and U.S. Bank
National Association (formerly known as Firstar Bank, N.A.), as Managing Agents.

                              W I T N E S S E T H:

         WHEREAS, the parties hereto are parties to that Credit Agreement, dated
as of May 8, 2001, as amended by that First Amendment to Credit Agreement, dated
as of October 20, 2001 (as so amended, the "CREDIT AGREEMENT"), and desire to
amend certain terms thereof as set forth herein;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter set forth and incorporating the
above-defined terms herein and intending to be legally bound hereby, the parties
hereto agree as follows:

1. Defined Terms; References. Terms not otherwise defined in this Amendment
shall have the respective meanings ascribed to them in the Credit Agreement.
Each reference to "hereof," "hereunder," "herein," "hereby," and similar
references contained in the Credit Agreement, and each reference to "this
Agreement" and similar references contained in the Credit Agreement, shall refer
to the Credit Agreement as and to the extent amended hereby.

2. Amendment of Credit Agreement.

         A.       New Definitions; Modified Definitions.

                  (I) Section 1.1 [Certain Definitions] of the Credit Agreement
is hereby amended to add the following definitions in the appropriate
alphabetical order:

                           "Accounts" means all now owned or hereafter acquired
         or arising accounts, as defined in the UCC, of any Loan Party,
         including any rights to payment for the sale or lease of goods or
         rendition of services, whether or not they have been earned by
         performance, together with all products and proceeds of any of the
         foregoing.

                           "Borrowing Base" shall mean: (a) that amount which
         equals 1.35 times that dollar amount set forth as "Projected Cash
         Needs" in a Certificate of Cash Needs of the Loan Parties provided to
         the Administrative Agent and the Banks no later than 5:00 p.m.
         (Columbus time), February 25, 2002, until such time as an inventory
         appraisal acceptable to Administrative Agent has been delivered to
         Administrative Agent (and after allowing a sufficient time for its
         review thereof) and the Banks; provided, however, that if such
         appraisal has not been received by Administrative Agent on or before
         May 28, 2002, through no fault of Borrower, and upon the written
         request of Borrower to Administrative Agent and the Banks, the
         Administrative Agent and Borrower shall negotiate in good faith to
         determine an amount (the "Interim Borrowing



<PAGE>

         Base") which, utilizing the methods set forth herein for calculating
         the Borrowing Base, is a reasonable approximation of the Borrowing Base
         based on information then available (which information shall be then
         contemporaneously shared with the Banks and Borrower), including any
         preliminary information (to the extent acceptable to Administrative
         Agent in its sole discretion) developed to such date by the Person
         conducting the appraisal described in this definition; and,
         Administrative Agent shall inform the Banks of the amount determined to
         be the Interim Borrowing Base whereupon, unless the Required Banks
         object to such amount in writing to Administrative Agent and Borrower
         within five (5) Business Days, the Interim Borrowing Base (and any
         additional Interim Borrowing Base(s) determined in a manner consistent
         with the procedures hereof (including the procedure allowing for
         objection by the Required Banks thereto)) shall be the Borrowing Base,
         until such time as an acceptable appraisal has been delivered to and
         reviewed by Administrative Agent in accordance with the preceding terms
         of this definition; and (b) at all times after the receipt and review
         of an inventory appraisal acceptable to Administrative Agent, that
         positive amount which results from the subtraction of the Indebtedness
         outstanding under the Senior Note Purchase Agreement from seventy
         percent (70%) of the product of the Net Recovery Percentage for
         Eligible Inventory multiplied by the Value of such Eligible Inventory,
         and subject to such reasonable adjustments as Administrative Agent in
         its sole discretion may elect.

                           "Borrowing Base Certificate" shall mean a written
         certificate executed by the Borrower on behalf of the Loan Parties
         setting forth the then current value of the Borrowing Base in form,
         scope, and detail satisfactory to the Administrative Agent in its sole
         discretion.

                           "Collateral" means all Accounts, Inventory, and
         General Intangibles of each Loan Party.

                           "Eligible Inventory" shall mean Inventory located in
         the United States (or in transit to the United States, but solely as to
         which the seller thereof has been paid or otherwise satisfied in
         accordance with applicable terms and either a Bank or Loan Party has in
         its possession the documents of title thereto or a Loan Party has
         become the owner thereof) of any of the Loan Parties that constitutes
         finished goods held or to be held for sale by a Loan Party in the
         ordinary course of its business at the time of determination and that:
         (a) is owned by a Loan Party and with respect to which such Loan Party
         has good and marketable title; (b) is not, in the Administrative
         Agent's reasonable opinion, obsolete or unmerchantable; (c) if not in
         transit, is located at premises owned or leased by such Loan Party or
         on premises otherwise reasonably acceptable to the Administrative
         Agent; (d) is subject to the first priority perfected security interest
         of the Administrative Agent for the benefit of the Banks and itself
         (subject only to the pari passu Liens of the noteholders under the
         Senior Note Purchase Agreement); (e) is not work-in-process, spare
         parts, packaging or shipping materials, supplies, bill-and-hold
         Inventory, returned or defective Inventory, or Inventory delivered on
         consignment; and (f) the Administrative Agent, in the exercise of its
         reasonable discretion, deems eligible based on such material collateral
         and credit criteria as the Administrative Agent may from time to time
         establish, provided, however, that the Administrative Agent shall give
         the Borrower at least ten (10) days' written notice prior to
         establishing such additional criteria and the reason(s) therefor. There
         shall in any event be excluded from Eligible Inventory any goods
         returned by a customer of a Loan Party that are determined by such Loan
         Party or the Administrative Agent to be unsalable in the ordinary
         course of business or held for return to vendors. If any Inventory at
         any time ceases to be Eligible Inventory, such Inventory shall promptly
         be excluded from the calculation of the Borrowing Base.



                                       2
<PAGE>

                           "General Intangibles" means all now owned or
         hereafter acquired or arising general intangibles, as defined in the
         UCC, of any Loan Party, together with all products and proceeds of any
         of the foregoing.

                           "Inventory" shall mean all now owned or hereafter
         acquired inventory (as defined in the UCC), goods, merchandise, and
         other personal property of any Loan Party, wherever located, held for
         sale or lease or which are or might be furnished under any contract of
         service, all raw materials, work in process, finished goods (including
         embedded software), returned goods, and materials and supplies of any
         kind, nature or description which are or might be used or consumed in
         the business of any Loan Party or used in connection with the
         manufacture, packing, shipping, advertising, selling or finishing of
         such goods, such merchandise or such other personal property, and all
         documents of title or other documents representing them, together with
         all products and proceeds of any of the foregoing.

                           "Net Recovery Percentage" shall mean the fraction,
         expressed as a percentage, (a) the numerator of which is an amount
         equal to the lowest amount of recovery in respect of the Inventory at
         any time on an orderly liquidation value basis as set forth in the most
         recent acceptable appraisal of Inventory received by Administrative
         Agent, and (b) the denominator of which is the original cost of the
         aggregate amount of such Inventory subject to such appraisal;
         notwithstanding anything to the contrary contained herein, the Net
         Recovery Percentage shall be determined in the same manner, and shall
         be consistent with, the most recent appraisal acceptable to
         Administrative Agent of the inventory prior to the date of calculation.

                           "Security Agreement" means the Security Agreement
         with respect to the Collateral dated on or about the date hereof
         between the Loan Parties and Administrative Agent for the benefit of
         Administrative Agent and the Banks or an agreement among the same
         parties, together with the noteholders under the Senior Note Purchase
         Agreement, granting a security interest in the Collateral and including
         intercreditor and collateral agency provisions.

                           "UCC" means the Uniform Commercial Code, as in effect
         from time to time, of the State of Ohio or of any other state the laws
         of which are required as a result thereof to be applied in connection
         with the issue of perfection of security interests; provided, that to
         the extent that the UCC is used to define any term herein or in any
         other documents and such term is defined differently in different
         Articles or Divisions of the UCC, the definition of such term contained
         in Article or Division 9 shall govern.

                           "Value" shall mean, as determined by Administrative
         Agent in good faith, with respect to Inventory, cost computed on an
         average cost basis in accordance with GAAP (and consistent with the
         current practices of the Loan Parties) and excluding any portion of the
         cost to a Loan Party equal to the profit earned by any Affiliate of a
         Loan Party on the sale thereof to such Loan Party; notwithstanding
         anything to the contrary contained herein, the cost of the Inventory
         shall be computed in the same manner and consistent with the most
         recent appraisal, acceptable to Administrative Agent, of the Inventory
         prior to the date of determination.

                  (II) The existing definition set forth in the Credit Agreement
of each of the following defined terms is hereby amended and restated in its
entirety as follows:

                           "Consolidated Income Adjustment" shall mean the
         adjustment(s) listed below to be made to any computation of
         Consolidated Net Income for the corresponding quarter listed below in
         the amount specified next to such quarter; provided, however, that the
         adjustment



                                       3
<PAGE>

         corresponding to the quarter ending on or about February 2, 2002, shall
         apply only when the Company publicly reports an adjustment for such
         quarter (and solely to the extent of such reported adjustment, but in
         no event in an amount that exceeds the amount set forth below for such
         quarter) (the "ADJUSTMENT") and such Adjustment shall be deemed
         modified (without any further action) to equal the amount of such
         Adjustment as and when reflected in the Form 10-K to be filed by the
         Company with the Securities Exchange Commission with respect to the
         fiscal year of Company ending on or about February 2, 2002, up to an
         amount not in excess of the amount of the Adjustment set forth below
         plus 5% thereof. For the avoidance of doubt, if the Adjustment as
         reflected in the Form 10-K filed by the Company with the Securities
         Exchange Commission with respect to the fiscal year of Company ending
         on or about February 2, 2002, is less than the amount therefor set
         forth below, the amount set forth below shall thereupon be reduced to
         reflect such lesser amount.

<TABLE>
<CAPTION>

QUARTER ENDING ON OR ABOUT
  DATE SPECIFIED BELOW:                                       ADJUSTMENT:
--------------------------                                    -----------
<S>                                                           <C>
    February 2, 2002                                          $83,400,000
</TABLE>


                           "Debt Rating" shall mean the rating of Big Lots,
         Inc., an Ohio corporation (formerly Consolidated Stores Corporation, a
         Delaware corporation), parent of the Borrower, as a corporate issuer
         by each of Standard & Poor's or Moody's.

                           "Loan Documents" shall mean this Agreement, the
         Administrative Agent's Letter, the Guaranty Agreement, the Security
         Agreement, the Intercompany Subordination Agreement, the Notes, the
         Intercreditor Agreement, any Letter of Credit Applications, and any
         other instruments, certificates, letters, or documents delivered or
         contemplated to be delivered hereunder or thereunder or in connection
         herewith or therewith, as the same may be supplemented or amended from
         time to time in accordance herewith or therewith, and Loan Document
         shall mean any of the Loan Documents.

                  (III) The following defined terms in Section 1.1 [Certain
Definitions] of the Credit Agreement are hereby modified as follows:

                           (a) The last sentence of the definition of
        "Applicable  Margin" is hereby amended and restated in its entirety
        as follows:

                           The Applicable Margin shall be computed in accordance
                           with the parameters set forth on Schedule 1.1(A);
                           provided, however, that the Debt Rating in effect
                           shall be deemed to be at Level V through the last day
                           of Borrower's second fiscal quarter of fiscal year
                           2002 (such fiscal year ending on or about January 31,
                           2003) unless the actual Debt Rating is at Level VI on
                           such Schedule in which event the actual Debt Rating
                           shall control.

                           (b) The last sentence of the definition of
         "Applicable Revolving Credit Facility Fee Rate" is hereby amended and
         restated in its entirety as follows:

                           The Applicable Revolving Credit Facility Fee Rate
                           shall be computed in accordance with the parameters
                           set forth on Schedule 1.1(A); provided, however, that
                           the Debt Rating in effect shall be deemed to be at
                           Level V through the last day of Borrower's second
                           fiscal quarter of fiscal year 2002 (such fiscal year



                                       4
<PAGE>

                           ending on or about January 31, 2003) unless the
                           actual Debt Rating is at Level VI on such Schedule in
                           which event the actual Debt Rating shall control.

                           (c) The last sentence of the definition of
         "Applicable 364-Day Loan Facility Fee Rate" is hereby amended and
         restated in its entirety as follows:

                           The Applicable 364-Day Loan Facility Fee Rate shall
                           be computed in accordance with the parameters set
                           forth on Schedule 1.1(A); provided, however, that the
                           Debt Rating in effect shall be deemed to be at Level
                           V through the last day of Borrower's second fiscal
                           quarter of fiscal year 2002 (such fiscal year ending
                           on or about January 31, 2003) unless the actual Debt
                           Rating is at Level VI on such Schedule in which event
                           the actual Debt Rating shall control.

                           (d) Clause (ix) of the definition of "Permitted
         Liens" in the Credit Agreement is hereby designated Clause (xi) and the
         following Clauses (ix) and (x) are added to such definition:

                           (ix) Liens on the Collateral in favor of the
                           noteholders under the Senior Note Purchase Agreement
                           securing a principal amount of indebtedness under the
                           Senior Note Purchase Agreement not at any time in
                           excess of $204,000,000, together with interest,
                           costs, make-whole amounts, and expenses thereunder,
                           which Liens shall be of no greater priority than
                           those of the Administrative Agent for the benefit of
                           the Banks and itself;

                           (x) Liens on the Collateral in favor of the
                           Administrative  Agent for the benefit of the Banks
                           and itself securing the Obligations, and

         B.       Borrowing Base and Miscellaneous Matters.

                  (I) The Credit Agreement is hereby amended to add the
following Section 2.12:

                           2.12     Maximum Aggregate Facility Usage.

                                    Notwithstanding any term or condition of
                  this Agreement to the contrary, in no event shall:

                                    (i) the Aggregate Facility Usage at any time
                  exceed the lesser of the (a) sum of the Revolving Credit
                  Commitments and the 364-Day Commitments or (b) the Borrowing
                  Base; or

                                    (ii) Borrower request any Loan or Letter of
                  Credit which after giving effect thereto would cause the
                  Aggregate Facility Usage to exceed the lesser of (a) the sum
                  of the Revolving Credit Commitments and the 364-Day
                  Commitments or (b) the Borrowing Base.

                                    At any time that the Aggregate Facility
                  Usage exceeds the Borrowing Base set forth on the most recent
                  Borrowing Base Certificate delivered to Administrative Agent
                  pursuant to Section 7.3.9, Borrower shall within one (1)
                  Business Day prepay to the Administrative Agent for the pro
                  rata benefit of the Banks a principal amount of the Loans
                  outstanding equal to such excess, together with all interest,
                  fees, loss, costs, and



                                       5
<PAGE>

                  expenses (including any which arise under Section 4.6.2)
                  related thereto; provided that, if the prepayment of Loans
                  would be insufficient to eliminate such excess amount, the
                  Borrower shall within such time, and in addition to the
                  prepayment required above, deposit in a non-interest bearing
                  account (provided that with the consent of the Administrative
                  Agent, such consent not to be unreasonably withheld, such
                  account may be an interest bearing account) with the
                  Administrative Agent, an amount which is sufficient to
                  eliminate such excess and which shall be held as cash
                  collateral for Borrower's Obligations in respect of Letters of
                  Credit Outstanding; and the Borrower hereby pledges to the
                  Administrative Agent and the Banks, and grants to the
                  Administrative Agent and the Banks a security interest in, all
                  such cash and the related deposit account as security for such
                  Obligations. From time to time and upon request of the
                  Borrower, the Administrative Agent shall return to the
                  Borrower any portion of the amount held in such cash
                  collateral account which is no longer required to satisfy the
                  foregoing.

                  (II) The Credit Agreement is hereby amended to add the
following Section 7.3.9 and Section 7.3.10:

                           7.3.9    Monthly Borrowing Base Certificate.

                                    On or before the twentieth (20th) day of
                  each month (i) a Borrowing Base Certificate as of the last day
                  of the prior month, and (ii) such further certificates,
                  reports, agings, documents, and information as Administrative
                  Agent may reasonably require.

                           7.3.10   Monthly Financial Statements.

                                    As soon as available and in any event within
                  thirty (30) calendar days after the end of each of each month,
                  financial statements of the Company, consisting of a
                  consolidated balance sheet as of the end of such month and
                  related consolidated statements of income, stockholders'
                  equity and cash flows for the month then ended and the fiscal
                  year through that date, all in reasonable detail and certified
                  (subject to normal year-end audit adjustments and any
                  applicable quarter-end adjustments reflected in the statements
                  provided pursuant to Section 7.3.1) by the Chief Executive
                  Officer, President or Chief Financial Officer of the Borrower
                  as having been prepared in accordance with GAAP, consistently
                  applied, and setting forth in comparative form the respective
                  financial statements for the corresponding date and period in
                  the previous fiscal year.

                  (III) The following clause is hereby deleted from the first
sentence of Section 7.1.6:

                           , no more than twice per year (unless an Event of
         Default has occurred and is continuing),

                  (IV) Schedule 1.1(A) to this Amendment hereby amends and
restates in its entirety Schedule 1.1(A) of the Credit Agreement.

         C.       Non-Equal Assignments of Revolving Credit Commitments and
364-Day Commitments.

                  Clause (3) of Section 10.11(i) of the Credit Agreement is
hereby amended and restated in its entirety as follows:



                                       6
<PAGE>

                  (3)  any Bank which assigns any portion of its Commitment
                       shall be permitted to assign differing percentages of its
                       Revolving Credit Commitment and 364-Day Loan Commitment
                       which it is assigning.

         D.       Permitted Indebtedness to Noteholders.

                  Schedule 7.2.1 to this Amendment hereby amends and restates in
its entirety Schedule 7.2.1 of the Credit Agreement, and the Banks hereby
consent to the increase in the effective interest rate on, and the provision of
security for, the Senior Notes as reflected on Schedule 7.2.1.

3. Effectiveness of Amendment, Conditions Precedent. This Amendment shall become
effective on the date (i) that the Administrative Agent shall have received from
each of Borrower, the Loan Parties, and the Required Banks a counterpart hereof
signed by such party or facsimile or other written confirmation (in form
satisfactory to Administrative Agent) that such party has signed a counterpart
hereof, and (ii) that each of the following conditions precedent has been
satisfied:

                  (a)      The Borrower shall have paid to the Administrative
                           Agent and each of the Banks all fees, costs,
                           expenses, and disbursements which are due and payable
                           to the Administrative Agent and the Banks in
                           connection with this Amendment (and which are known
                           to Borrower by way of invoice, fee letter, or other
                           writing);

                  (b)      The Administrative Agent shall have received for the
                           benefit of the Banks and the Administrative Agent a
                           first perfected security interest in all of the
                           Borrower's and each Guarantor's Collateral, as such
                           term is defined for purposes of the Credit Agreement
                           at Section 2.A.(I) hereof (the "COLLATERAL"), subject
                           to no other Liens other than Permitted Liens. The
                           Borrower and the Guarantors shall have executed and
                           delivered to the Administrative Agent for the benefit
                           of itself and the Banks one or more security
                           agreements in form and substance satisfactory to
                           Administrative Agent and shall have done (and shall
                           continue to do after the effectiveness hereof) all
                           such other things necessary in the reasonable opinion
                           of Administrative Agent and its counsel to provide a
                           first perfected security interest in the Collateral,
                           including fully cooperating with the Administrative
                           Agent in connection with the creation and perfection
                           of the foregoing security interests, and the Borrower
                           and the Guarantors hereby authorize (i) the execution
                           and filing of all financing statements by
                           Administrative Agent on behalf of the Banks and
                           Administrative Agent, without the execution thereof
                           by any of Borrower or any Guarantor, naming the Loan
                           Parties as "debtors,", and (ii) the exercise of
                           "control," as such term is defined in Article 9 of
                           the UCC(as such term is defined for purposes of the
                           Credit Agreement at Section 2.A.(I) hereof), over the
                           Collateral in order to fully perfect the security
                           interests therein. The implementation of the
                           foregoing shall be in addition to and not in lieu of
                           any other rights and remedies provided to the
                           Administrative Agent and the Banks with respect to
                           the Collateral;

                  (c)      Each of the Guarantors shall have consented to this
                           Amendment and evidenced its consent hereto and
                           reaffirmed its obligations set forth in the Guaranty
                           Agreement, Intercompany Subordination Agreement, and
                           each other Loan Document given by it.



                                       7
<PAGE>

In the event that any of the foregoing has not been accomplished prior to the
time at which Borrower publicly announces its earnings for fiscal year 2001,
this Amendment shall be void and of no force or effect and the Administrative
Agent and the Banks shall have no obligations hereunder and this Amendment,
automatically, without notice or demand of any kind whatsoever, shall be void
and of no force or effect whatsoever.

4. Continued Effectiveness of Amendment, Conditions Subsequent. This Amendment
shall no longer be effective and shall be void and of no force or effect, and it
shall be an Event of Default under Section 8.1.3 of the Credit Agreement, if any
one of the following shall not occur at the time set forth therefor (and
Borrower and each Guarantor acknowledges and agrees that any such Event of
Default would be a material Event of Default):

                  (a)      The Borrower shall have provided to the
                           Administrative Agent and the Banks, no later than
                           forty-five (45) days from the date hereof, that
                           actuarial report recently prepared for Borrower by
                           Deloitte & Touche regarding insurance coverage of the
                           Loan Parties and the sufficiency and costs thereof.

                  (b)      Within thirty (30) days of the date hereof, the
                           parties to the Senior Note Purchase Agreement shall
                           have entered into a waiver or amendment to the Senior
                           Note Purchase Agreement, satisfactory in form and
                           substance to the Administrative Agent, having
                           substantially the same effect on the Senior Note
                           Purchase Agreement and on the rights and remedies of
                           the noteholders thereunder as this Amendment has on
                           the Credit Agreement and the rights and remedies of
                           the Administrative Agent and the Banks under the
                           Credit Agreement; and, for such thirty (30) day
                           period and provided that any holder or holders of
                           more than 50% in principal amount of the Series
                           2001-A Notes (as such term is defined in the Senior
                           Note Purchase Agreement) have not declared such notes
                           to be due and payable, the failure of such
                           noteholders to enter into such waiver or amendment of
                           the Senior Note Purchase Agreement shall not in and
                           of itself be a Potential Default or Event of Default
                           under the Credit Agreement.

                  (c)      Within thirty (30) days of the date hereof, the
                           noteholders under the Senior Note Purchase Agreement
                           shall have entered into a collateral agency, sharing
                           and security agreement (or into separate agreements
                           of similar effect) with the Administrative Agent for
                           the benefit of the Banks and the Administrative Agent
                           (and in form and substance satisfactory to the
                           Administrative Agent and the Required Banks) whereby,
                           inter alia, the priority of the Liens of such
                           noteholders on the Collateral shall be pari passu
                           (i.e., of equal priority) with the Liens on the
                           Collateral of the Administrative Agent for the
                           benefit of the Banks and itself.

                  (d)      The Administrative Agent shall have received no later
                           than sixty (60) days (subject to extension by the
                           Administrative Agent in its reasonable judgment based
                           on the availability of Inventory Appraisers and Field
                           Examiners) from the date hereof (i) an appraisal of
                           the value of the inventory of the Loan Parties, in
                           form and substance satisfactory to Administrative
                           Agent (and setting forth, inter alia, the liquidation
                           value of such inventory) conducted by an independent
                           inventory appraiser retained by Administrative Agent
                           or its counsel after consultation with Borrower
                           ("INVENTORY APPRAISER"), and (ii) an independent



                                       8
<PAGE>

                           field audit of the assets and operations of the Loan
                           Parties, in form and substance satisfactory to
                           Administrative Agent, conducted by an independent
                           field examiner retained by Administrative Agent or
                           its counsel after consultation with Borrower ("FIELD
                           EXAMINER"). The Borrower and each Guarantor shall
                           fully cooperate with the Inventory Appraiser and
                           Field Examiner in all respects. The Borrower
                           unconditionally agrees to pay or reimburse and hold
                           the Administrative Agent, its counsel, and the Banks
                           harmless against all expenses, disbursements, and
                           claims for payment of fees and expenses of the
                           Inventory Appraiser and Field Auditor, which fees and
                           expenses shall be reimbursable expenses in accordance
                           with Sections 9.5 and 10.3 of the Credit Agreement.
                           The Administrative Agent shall provide copies of such
                           inventory appraisal and field audit to the Banks
                           promptly upon receipt.

                  (e)      At all times, the Administrative Agent for the
                           benefit of itself and the Banks shall have a
                           perfected security interest in the Collateral subject
                           to no Liens other than Permitted Liens.

                  (f)      Within twenty (20) days of the date hereof, the
                           Borrower and the Guarantors shall each have furnished
                           to the Administrative Agent for the benefit of the
                           Banks and itself a certified copy of the resolutions
                           adopted by its board of directors or governing body
                           authorizing the Borrower and the Guarantors, as the
                           case may be, to execute, deliver, and perform their
                           respective obligations under this Amendment, and a
                           certificate of the incumbency of the officers
                           authorized to execute and deliver the Amendment and
                           the other Loan Documents relating hereto on behalf of
                           the Borrower and the Guarantors, together with the
                           true signature of such officers, and together with
                           certified articles or certificates of incorporation
                           and bylaws or codes of regulations.

                  (g)      Within twenty (20) days of the date hereof, the
                           Borrower and the Guarantors shall have furnished to
                           the Administrative Agent and the Banks the written
                           opinion of counsel to the Borrower and the Guarantors
                           upon which the Administrative Agent and the Banks may
                           rely and which shall be in form and substance
                           satisfactory to the Administrative Agent and contain
                           the following opinions:

                           (i)      the Borrower and the Guarantors are duly
                                    organized and validly existing under the
                                    Laws of the jurisdictions under which they
                                    are organized and are in good standing under
                                    such Laws and under the Laws of those
                                    additional jurisdictions in which the
                                    conduct of their business would make such
                                    Laws applicable;

                           (ii)     the Borrower and the Guarantors and their
                                    officers have the power and authority to
                                    execute, deliver, and perform this Amendment
                                    and the Loan Documents related thereto and
                                    have taken all necessary action to authorize
                                    the execution, delivery, and performance of
                                    this Amendment and such Loan Documents;

                           (iii)    this Amendment and the security agreement(s)
                                    relating to the Collateral have been duly
                                    executed and delivered on behalf of the
                                    Borrower and the Guarantors and constitute
                                    valid, enforceable, and binding obligations



                                       9
<PAGE>

                                    of the Borrower and the Guarantors in
                                    accordance with their respective terms and
                                    do not violate any Law or the Senior Note
                                    Purchase Agreement, and the Administrative
                                    Agent on behalf of itself and the Banks have
                                    a valid and perfected security interest in
                                    the Collateral; and

                           (iv)     to the knowledge of such counsel there is no
                                    action, suit, or proceeding pending, or to
                                    the knowledge of such counsel threatened
                                    against the Borrower or the Guarantors, in
                                    any court or before or by any governmental
                                    instrumentality, whether federal, state,
                                    county or municipal, except as set forth on
                                    an exhibit annexed to the opinion letter.

                  (h)      At any time, the Borrower and the Guarantors shall
                           agree to permit the Administrative Agent or its
                           counsel to retain financial consultants and other
                           professionals to assist in evaluating the financial
                           condition of the Loan Parties, and each of the
                           Borrower and each Guarantor shall fully cooperate
                           with the financial consultants and other
                           professionals engaged by Administrative Agent or its
                           counsel in connection with the review by such
                           professionals of the financial statements and
                           operations of the Loan Parties. The Borrower shall
                           unconditionally agree to pay and reimburse and hold
                           the Administrative Agent and its counsel harmless
                           against all expenses, disbursements, and claims of
                           for payment of fees and expenses of such financial
                           consultants and other professionals, which fees and
                           expenses shall be reimbursable expenses in accordance
                           with Sections 9.5 and 10.3 of the Credit Agreement.

                  (i)      Borrower agrees that the Administrative Agent shall
                           have the right periodically (subject to (i) the
                           reasonable exercise thereof upon ten (10) days prior
                           written notice to the Borrower or, (ii) upon the
                           occurrence of an Event of Default or Potential
                           Default, the Administrative Agent's sole discretion)
                           to: (i) retain an Inventory Appraiser to conduct an
                           appraisal of the value of the inventory of the Loan
                           Parties, in form and substance satisfactory to
                           Administrative Agent and (ii) retain a Field Examiner
                           to conduct an independent field audit of the assets
                           and operations of the Loan Parties, in form and
                           substance satisfactory to Administrative Agent.

                  (j)      Borrower shall execute and deliver, or cause to be
                           executed and delivered to the Administrative Agent
                           such documents and agreements, and shall take or
                           cause to be taken such actions, as the Administrative
                           Agent may, from time to time reasonably request to
                           carry out the terms and conditions of this Amendment
                           and the other Loan Documents.

5. Representations and Warranties. Each of the Loan Parties hereby represents
and warrants to the Banks, after giving effect to this Amendment, as follows:

                  A. The representations and warranties of the Loan Parties
contained in the Credit Agreement and the other Loan Documents, are true and
correct on and as of the date hereof with the same force and effect as though
made by the Loan Parties on such date, except to the extent that any such
representation or warranty expressly relates solely to a previous date; and

                  B. Each of the Loan Parties is in compliance with all terms,
conditions, provisions, and covenants contained in the Credit Agreement and the
other Loan Documents and the execution,



                                       10
<PAGE>

delivery, and performance of this Amendment and the other Loan Documents related
hereto has been duly authorized by all necessary corporate action, requires no
governmental approval, and will neither contravene, conflict with, nor result in
the breach of any law, charter, articles, or certificate of incorporation,
bylaws, code of regulations, or agreement governing or binding upon such Loan
Party or any of its property; and, no Event of Default or Potential Default
after giving effect hereto has occurred and is continuing or would result from
the making of this Amendment.

6. Amendment. The Credit Agreement and other Loan Documents referred to herein
and certain of the exhibits and schedules thereto are hereby amended in
accordance with the terms hereof and any reference to the Credit Agreement or
other Loan Documents in any document, instrument, or agreement shall hereafter
mean and include the Credit Agreement or such Loan Document, including such
schedules and exhibits, as amended hereby. In the event of irreconcilable
inconsistency between the terms or provisions hereof and the terms or provisions
of the Credit Agreement or such Loan Document, including such schedules and
exhibits, the terms and provisions hereof shall control.

7. Force and Effect. Each of the Loan Parties reconfirms, restates, and ratifies
the Credit Agreement and all other documents executed in connection therewith
except to the extent any such documents are expressly modified by this Amendment
and each of the Loan Parties confirms that all such documents have remained in
full force and effect since the date of their execution.

8. Governing Law. This Amendment shall be deemed to be a contract under the laws
of the State of Ohio and for all purposes shall be governed by and construed and
enforced in accordance with the internal laws of the State of Ohio without
regard to its conflict of laws principles.

9. Counterparts; Telecopy. This Amendment may be signed in any number of
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery of executed
signature pages by facsimile transmission will constitute effective and binding
execution and delivery.

10. This Amendment Included in Loan Documents. The Borrower and the Guarantors
acknowledge and agree that this Amendment and each other document, instrument,
and agreement referred to herein are Loan Documents as such term is used in the
Credit Agreement.

11. Release; No Discharge. As additional consideration for the Administrative
Agent's and the Banks' entering into this Amendment, the Borrower and the
Guarantors each hereby fully and unconditionally release and forever discharge
the Administrative Agent and the Banks, their agents, employers, directors,
officers, attorneys, branches, affiliates, subsidiaries, successors, and assigns
and all persons, firms, corporations, and organizations acting on any of their
behalves (the "RELEASED PARTIES") of and from any and all claims, liabilities,
demands, obligations, damages, losses, actions, and causes of action whatsoever
which the Borrower or any of the Guarantors may now have or claim to have
against the Administrative Agent or any Bank or any other Released Parties as of
the date hereof, whether presently known or unknown and of any nature and extent
whatsoever, including, without limitation, on account of or in any way
affecting, concerning or arising out of or founded upon this Amendment or the
other Loan Documents, including but not limited to all such loss or damage of
any kind heretofore sustained or that may arise as a consequence of the dealings
between the parties up to and including the date hereof, including but not
limited to, the administration or enforcement of the Loans, the Notes, the
Obligations, this Amendment, the Credit Agreement, or any other Loan Documents.
The obligations of the Borrower and the Guarantors under the Loan Documents and
this Amendment shall be absolute and unconditional and shall remain in full
force and effect without regard to, and shall not be released, discharged, or in
any way affected by any one or more:



                                       11
<PAGE>

                  (a)      exercise or nonexercise of any right, remedy, power
                           or privilege under or in respect of this Amendment,
                           any other Loan Document, any document relating to or
                           evidencing any of the Administrative Agent's or
                           Banks' Liens or applicable Law, including, without
                           limitation, any waiver, consent, modification,
                           amendment, release, impairment, extension,
                           indulgence, or other action or inaction in respect
                           thereof; or

                  (b)      other act or thing or omission or delay to do any
                           other act or thing which could operate to or as a
                           discharge of the Borrower or any Guarantor as a
                           matter of law, other than payment in full of all
                           Obligations, including but not limited to all
                           obligations under the Loan Documents and this
                           Amendment.

12. Termination. Notwithstanding anything contained herein to the contrary, in
the event that this Amendment shall be or become void or of no force or effect
(whether by the terms hereof, by written agreement of the parties hereto, or
otherwise), all provisions hereof pertaining to indemnification, reimbursement,
Collateral, financial consultants, waiver of defenses, waiver of jury trial,
limitation of liability, and the like (including without limitation Sections 11,
12, 13, 16, 17, 19, 20, 22-25, 26 and 27) shall survive any such termination.

13. Construction. This Amendment shall not be construed more strictly against
the Administrative Agent or any Bank merely by virtue of the fact that this
Amendment may have been or has been prepared by the Administrative Agent, the
Banks, or their counsel, it being recognized that the Borrower and the
Guarantors have contributed substantially and materially to the preparation of
this Amendment. The Borrower and the Guarantors acknowledge and waive any claim
contesting the existence and the adequacy of the consideration given by any of
the other parties hereto for entering into this Amendment. All of the Collateral
shall remain in all respects subject to the Lien of the applicable security
agreement(s), and nothing herein contained and nothing done pursuant hereto
shall affect the Lien of any such Loan Document or the priority thereof. Nothing
in this Amendment shall be intended or construed to hold the Administrative
Agent or any Bank liable or responsible for any expenses, disbursements,
liability, action, inaction, or obligation of any kind or nature whatsoever of
the Borrower or any of the Guarantors.

14. Entire Agreement. The Borrower and the Guarantors each acknowledge that
there are no other agreements, representations, either or oral or written,
expressed or implied, not embodied in this Amendment and the other Loan
Documents, which, together, represent a complete integration of all prior and
contemporaneous agreements and understandings of the Borrower, the Guarantors,
the Administrative Agent, and the Banks.

15. Time is of the Essence. Time shall be of the strictest essence in the
performance of each and every one of the Borrower's and the Guarantors'
obligations hereunder and under the Loan Documents, including without
limitation, the obligations to make payments to the Administrative Agent, to
furnish information to the Administrative Agent and the Banks, and to comply
with all reporting requirements.

16. No Waiver of Rights Under Loan Documents. Any negotiation heretofore or
hereafter and any action undertaken pursuant to this Amendment or any other Loan
Document shall not, constitute a waiver or amendment of the Administrative
Agent's or any Bank's rights or remedies under the Loan Documents or this
Amendment or prejudice the Administrative Agent's or any Bank's rights under the
Loan Documents or this Amendment except to the extent specifically set forth
herein. No party shall be bound by any oral agreement, and no rights or
liabilities, either expressed or implied, shall arise on the part of any party,
or any third party, until and unless the agreement on any given issue has been
reduced to a



                                       12
<PAGE>

written agreement executed in accordance with the provisions of Section 10.1 of
the Credit Agreement. Furthermore, the parties agree that this Amendment may be
amended, replaced, or supplemented only by a written agreement executed in
accordance with the provisions of Section 10.1 of the Credit Agreement.

17. Joint and Several Liability; Voluntary Agreement; Indemnity.

                  (a)      The Borrower and the Guarantors each acknowledge and
                           agree that they are jointly and severally liable
                           under this Amendment. The Borrower and the Guarantors
                           represent and warrant that each of them is
                           represented by legal counsel of their choice and that
                           their counsel has had the opportunity to review this
                           Amendment, that each of them is fully aware of the
                           terms contained herein and that each of them has
                           voluntarily and without coercion or duress of any
                           kind or nature whatsoever entered into this
                           Amendment. The provisions of this Amendment shall
                           survive the execution and delivery of this Amendment.

                  (b)      In addition to and not by way of limitation of
                           Sections 9.5 and 10.3 of the Credit Agreement, the
                           Borrower and the Guarantors agree, jointly and
                           severally, to indemnify the Administrative Agent and
                           the Banks (each an "INDEMNITEE") and hold each of the
                           Administrative Agent and Banks harmless in respect of
                           any and all claims, liabilities, damages, and
                           expenses (including, without limitation attorneys'
                           fees and expenses) asserted by any Person whatsoever
                           or incurred by the Administrative Agent or any Bank
                           arising in connection with the Loan Documents or this
                           Amendment, except that no such indemnification shall
                           be owing to an Indemnitee to the extent of that
                           Indemnitee's gross negligence or willful misconduct.
                           This indemnity agreement shall survive the
                           termination of this Amendment and the Loan Documents
                           and the consummation of the transactions contemplated
                           hereby.

18. Counterparts. This Amendment may be executed in one or more counterparts and
by facsimile, each of which shall constitute an original and all of which taken
together shall constitute one Amendment. Each party executing this Amendment
represents that such party has the full authority and legal power to do so.

19. No Waiver of Remedies. The Administrative Agent and each Bank expressly
reserves any and all rights and remedies available to it under this Amendment,
the other Loan Documents, any other agreement or at law or in equity or
otherwise. No failure to exercise, or delay by the Administrative Agent or any
Bank in exercising, any right, power, or privilege hereunder or under this
Amendment or any other Loan Document shall preclude any other or further
exercise thereof, or the exercise of any other right, power, or privilege. The
rights and remedies provided in this Amendment and the other Loan Documents are
cumulative and not exhaustive of each other or of any right or remedy provided
by law or equity or otherwise. No notice to or demand upon the Borrower or any
of the Guarantors in any instance shall, in itself, entitle the Borrower or any
of the Guarantors to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the right of the Administrative Agent or
any Bank to any other or further action in any circumstance without notice or
demand.

20. No Third Party Beneficiaries. By execution of this Amendment, the
Administrative Agent and the Banks do not intend to assume and are not hereby
assuming any obligation to any third party. No third party shall be or shall be
deemed a beneficiary of this Amendment.



                                       13
<PAGE>

21. Governing Law and Binding Effect. This Amendment shall be deemed to be a
contract under the Laws of the State of Ohio for all purposes shall be governed
by and construed and enforced in accordance with the Laws of the State of Ohio,
without regard to its conflict of laws principles. This Amendment shall be
binding upon and shall inure to the benefit of the Borrower, the Guarantors, the
Administrative Agent, the Banks, and their respective successors and assigns;
provided, however, that none of the Borrower or any Guarantor may assign any of
its rights or duties hereunder without the prior written consent of the
Administrative Agent and the Banks.

22. LIMITATION ON DAMAGES. NEITHER THE ADMINISTRATIVE AGENT NOR ANY BANK NOR ANY
AGENT OR ATTORNEY FOR OR OF THE ADMINISTRATIVE AGENT OR ANY BANK SHALL BE LIABLE
TO THE BORROWER OR ANY OF THE GUARANTORS FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM ANY BREACH OF CONTRACT, TORT, OR
OTHER WRONG RELATING TO THE ESTABLISHMENT, ADMINISTRATION, OR COLLECTION OF THE
OBLIGATIONS (AS DEFINED IN THIS AGREEMENT) OR THIS AMENDMENT OR ANY OTHER LOAN
DOCUMENT OR THE ACTION OR INACTION OF THE ADMINISTRATIVE AGENT, ANY BANK, THE
BORROWER, OR ANY GUARANTOR UNDER THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR
OTHERWISE.

23. WAIVER OF RIGHT TO TRIAL BY JURY. THE BORROWER AND THE GUARANTORS EACH
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION BASED UPON, RELATING TO OR
ARISING UNDER THIS AMENDMENT, ANY OTHER LOAN DOCUMENT, OR ANY OTHER AGREEMENT,
DOCUMENT, OR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ANY
TRANSACTION RELATED HERETO OR THERETO OR THE SUBJECT MATTER HEREOF OR THEREOF,
IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND THE BORROWER
AND THE GUARANTORS EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND,
ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND
THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT OR OFFICIAL BODY AS WRITTEN EVIDENCE OF THE CONSENT
OF THE BORROWER AND THE GUARANTORS TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY THE BORROWER AND
THE GUARANTORS, AND EACH OF THEM ACKNOWLEDGES THAT NONE OF THE ADMINISTRATIVE
AGENT, THE BANKS, NOR ANY PERSON ACTING ON BEHALF OF ANY OF THEM HAS OR HAVE
MADE ANY REPRESENTATIONS OF FACT, LAW, OR OTHERWISE TO INDUCE THIS WAIVER OF
TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THE BORROWER AND
THE GUARANTORS EACH FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE
SIGNING OF THIS AMENDMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, SELECTED BY ITS OWN FREE WILL, AND THAT EACH OF THEM HAS HAD THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. THE BORROWER AND THE GUARANTORS
EACH FURTHER ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE MEANING OF THIS
WAIVER PROVISION.

24. CONSENT TO JURISDICTION. THE BORROWER AND THE GUARANTORS EACH HEREBY
IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE COURT OF COMMON
PLEAS OF FRANKLIN COUNTY, STATE OF OHIO, OR ANY SUCCESSOR



                                       14
<PAGE>

TO SAID COURT, AND TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO, OR ANY SUCCESSOR TO SAID
COURT, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND AGREES
THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL
DIRECTED TO SUCH PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 10.6 OF THE
CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL
RECEIPT THEREOF. THE BORROWER AND THE GUARANTORS EACH WAIVE ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN
AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE.

25. Expenses. In addition to and not by way of limitation of Sections 9.5 and
10.3 of the Credit Agreement and the relevant terms hereof, the Borrower and the
Guarantors, jointly and severally, agree to reimburse the Administrative Agent
and the Banks for all costs and expenses (including, without limitation, all
fees and expenses of counsel, financial consultants, accountants, or other
professionals with whom the Administrative Agent or any Bank may consult and all
expenses and costs of litigation or preparation therefor) arising in connection
with any bankruptcy case or similar proceeding involving any Loan Party or any
proceeding or matter therein or related thereto and including without limitation
any proof of claim, motion, adversary proceeding, plan of reorganization, or
discussions, negotiations, settlement talks, or meetings relating thereto, or
any appeal, hearing, dispute, claim, action, or the like in any such case or
proceeding whether or not relating to this Amendment, the Credit Agreement, or
any other Loan Document.

The determination regarding usage of counsel will be in the sole and absolute
discretion of each of the Banks and the Administrative Agent, and the legal
expenses of all such counsel shall be subject to the reimbursement provisions
set forth herein and in the Credit Agreement. The Borrower and the Guarantors
each directs and authorizes the Administrative Agent and Banks to debit
automatically from any account of the Borrower or any Guarantor maintained at
the Administrative Agent or any Bank the amount of all such costs and expenses.

26. Further Assurances. The Borrower and the Guarantors will from time to time,
make, do, exercise, and acknowledge, as requested by the Administrative Agent
from time to time, such further agreements, certificates, documents,
instruments, acts, deeds, conveyances, mortgages, security agreements, financing
statements, continuation statements, and other assurances as may be required or
requested for the purpose of effectuating the intent hereof and of the Loan
Documents.

27. Consent, Agreement and Acknowledgment of Guarantor. The Guarantors each
consents and agrees to each and every term and provision of this Amendment, as
well as to all actions and transactions contemplated under this Amendment and
the execution and delivery of this Amendment, and agrees and acknowledges that
payment of all of the obligations of any of the Borrower or any Guarantor and
all other Obligations are guarantied by the Guarantors. Each of the Guarantors
further consents and agrees that neither this Amendment nor any actions or
transactions contemplated hereunder shall provide any Guarantor with any defense
to any obligation of the Guarantor under the Guaranty Agreement.

28. Reservation of Rights as to Other Obligations. Each of the Borrower and the
Guarantors acknowledges and agrees that each may have other loans from or
obligations to the Administrative Agent or any of the Banks, or any of their
Affiliates, other than the Obligations which are the subject of this Amendment
(hereinafter, the "OTHER OBLIGATIONS"), which Other Obligations are in no way
affected by this Amendment and remain fully enforceable in accordance with their
own terms and provisions. Each of the Borrower and the Guarantors hereby agrees
that each of the Administrative Agent and each of the



                                       15
<PAGE>

Banks, by entering into this Amendment, in no way waives, discharges, releases,
or compromises any claims, causes of action, or rights as to such Other
Obligations, and each of the Borrower and each of the Guarantors agrees and
acknowledges that it continues to be liable for payment and performance of such
Other Obligations notwithstanding the entry into this Amendment by the
Administrative Agent and the Banks.

29. Miscellaneous. This Amendment is made for the sole benefit and protection of
the Administrative Agent, the Banks, the Borrower, and the Guarantors and their
respective successors and assigns. No other persons shall have any rights
whatsoever hereunder. Notices to parties hereunder may be given to them at the
addresses and in the manner provided in the Section 10.6 of the Credit
Agreement. If any provision of this Amendment is held to be invalid or
unenforceable, the remaining provisions shall remain in effect without
impairment. All representations and warranties of the Borrower and the
Guarantors contained herein or made in connection herewith or in connection with
any other Loan Document shall survive the making of and shall not be waived by
the execution and delivery of this Amendment, any investigation by the
Administrative Agent, or any of the Banks or any other event or condition
whatsoever. All obligations of the Borrower and the Guarantors to make payments
to the Administrative Agent or the Banks shall survive the termination of all
obligations of the Borrower and the Guarantors hereunder and under the Loan
Documents, and shall not be affected by reason of an invalidity, illegality, or
irregularity of this Amendment or any Loan Document. The covenants and
agreements contained in or given pursuant to this Amendment or under any other
Loan Document shall continue in force until the payment in full and the
discharge of all Obligations of the Borrower and the Guarantors. Unless the
context of this Amendment otherwise clearly requires, references to the plural
include the singular, the singular the plural, and the part the whole and "or"
has the inclusive meaning represented by the phrase "and/or". The words
"hereof", "herein", "hereunder", and similar terms in this Agreement refer to
this Agreement as a whole and not to any particular provision of this Agreement.
The section and other headings contained in this Agreement are for reference
purposes only and shall not control or affect the construction of this Agreement
or the interpretation thereof in any respect. Section and subsection references
are to this Amendment unless otherwise specified.

                            [SIGNATURE PAGES FOLLOW]



                                       16
<PAGE>

                  [SIGNATURE PAGE 1 OF 19 TO SECOND AMENDMENT]



                  IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Amendment to be executed and delivered as
of the day and year first above written.

                             BORROWER:

                             BIG LOTS STORES, INC. (formerly CONSOLIDATED STORES
                             CORPORATION, an Ohio corporation)



                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Name:   Jeffrey G. Naylor
                             Title:  Senior V.P., CFO



<PAGE>

                  [SIGNATURE PAGE 2 OF 19 TO SECOND AMENDMENT]



                             GUARANTORS:

                             BIG LOTS, INC., an Ohio corporation (formerly
                             CONSOLIDATED STORES CORPORATION, a Delaware
                             corporation)


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             MAC FRUGAL'S BARGAINS o CLOSE-OUTS, INC., a
                             Delaware corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             TRO, INC., an Illinois corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             CAPITAL RETAIL SYSTEMS, INC., an Ohio corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             PNS STORES, INC.,  a California corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO



<PAGE>

                  [SIGNATURE PAGE 3 OF 19 TO SECOND AMENDMENT]



                             WEST COAST LIQUIDATORS, INC., a California
                             corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             C.S. ROSS COMPANY, an Ohio corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             CSC DISTRIBUTION, INC., an Alabama corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             CLOSEOUT DISTRIBUTION, INC., a Pennsylvania
                             corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             INDUSTRIAL PRODUCTS OF NEW ENGLAND, INC., a
                             Maine corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO



<PAGE>

                  [SIGNATURE PAGE 4 OF 19 TO SECOND AMENDMENT]



                             TOOL AND SUPPLY COMPANY OF NEW ENGLAND, INC.,
                             a Delaware corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             MIDWESTERN HOME PRODUCTS, INC., a Delaware
                             corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             MIDWESTERN HOME PRODUCTS COMPANY, LTD., an
                             Ohio corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             CONSOLIDATED PROPERTY HOLDINGS, INC., a
                             Nevada corporation


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             GREAT BASIN LLC, a Delaware limited liability
                             company


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO



<PAGE>

                  [SIGNATURE PAGE 5 OF 19 TO SECOND AMENDMENT]



                             SONORAN LLC, a Delaware limited liability company


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             SAHARA LLC, a Delaware limited liability company


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO


                             DURANT DC, LLC (formerly DDC, LLC), a Delaware
                             limited liability company


                             By: /s/ Jeffrey G. Naylor
                                 -----------------------------------------------
                             Title:  Senior V.P., CFO



<PAGE>

                  [SIGNATURE PAGE 6 OF 19 TO SECOND AMENDMENT]



                             ADMINISTRATIVE AGENT:

                             NATIONAL CITY BANK, individually and as
                             Administrative Agent, Lead Arranger and
                             Managing Agent


                             By: /s/ Ralph Kaparos
                                 -----------------------------------------------
                             Name:   Ralph Kaparos
                             Title:  Senior Vice President



<PAGE>

                  [SIGNATURE PAGE 7 OF 19 TO SECOND AMENDMENT]



                             SYNDICATION AGENT:

                             FLEET NATIONAL BANK, individually and as
                             Syndication Agent and a Managing Agent


                             By: /s/ Linda E.C. Alto
                                 -----------------------------------------------
                             Name:   Linda E.C. Alto
                             Title:  Director


<PAGE>

                  [SIGNATURE PAGE 8 OF 19 TO SECOND AMENDMENT]



                             OTHER AGENTS:

                             FIRST UNION NATIONAL BANK, individually and as
                             Documentation Agent and a Managing Agent


                             By: /s/ Mark S. Supple
                                 -----------------------------------------------
                             Name:   Mark S. Supple
                             Title:  Vice President



<PAGE>

                  [SIGNATURE PAGE 9 OF 19 TO SECOND AMENDMENT]



                             PNC BANK, NATIONAL ASSOCIATION,
                             individually and as a Documentation Agent and
                             a Managing Agent


                             By: /s/ Bruce A. Kintner
                                 -----------------------------------------------
                             Name:   Bruce A. Kintner
                             Title:  Vice President



<PAGE>

                  [SIGNATURE PAGE 10 OF 19 TO SECOND AMENDMENT]



                             BANK OF AMERICA, N.A., individually and as a
                             Managing Agent


                             By: /s/ Amy Krovocheck
                                 -----------------------------------------------
                             Name:   Amy Krovocheck
                             Title:  Vice President



<PAGE>

                  [SIGNATURE PAGE 11 OF 19 TO SECOND AMENDMENT]



                             THE BANK OF NEW YORK, individually and as a
                             Managing Agent


                             By: /s/ William M. Barnum
                                 -----------------------------------------------
                             Name:   William M. Barnum
                             Title:  Vice President



<PAGE>

                  [SIGNATURE PAGE 12 OF 19 TO SECOND AMENDMENT]



                             U.S. BANK NATIONAL ASSOCIATION (formerly FIRSTAR
                             BANK, N.A.), individually and as a Managing Agent


                             By: /s/ Thomas L. Bayer
                                 -----------------------------------------------
                             Name:   Thomas L. Bayer
                             Title:  Vice President



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                             OTHER BANKS:

                             GUARANTY BANK


                             By: /s/ Scott Brewer
                                 -----------------------------------------------
                             Name:   Scott Brewer
                             Title:  Vice President



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                             HIBERNIA NATIONAL BANK


                             By: /s/ Andrew B. Booth
                                 -----------------------------------------------
                             Name:   Andrew B. Booth
                             Title:  Vice President



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                             LASALLE BANK NATIONAL ASSOCIATION


                             By: /s/ David M. Bacon
                                 -----------------------------------------------
                             Name:   David M. Bacon
                             Title:  Loan Officer



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                             THE FIFTH THIRD BANK, CENTRAL OHIO


                             By: /s/ Kim Dennis
                                 -----------------------------------------------
                             Name:   Kim Dennis
                             Title:  Assistant Vice President Commercial Lending



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                             WELLS FARGO BANK, NATIONAL ASSOCIATION


                             By: /s/ Steven M. Buehlel
                                 -----------------------------------------------
                             Name:   Steven M. Buehlel
                             Title:  Vice President


                             By: /s/ Melissa Nachman
                                 -----------------------------------------------
                             Name:   Melissa Nachman
                             Title:  Vice President



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                             THE HUNTINGTON NATIONAL BANK


                             By: /s/ Mark A. Koscielski
                                 -----------------------------------------------
                             Name:   Mark A. Koscielski
                             Title:  Vice President




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                  [SIGNATURE PAGE 19 OF 19 TO SECOND AMENDMENT]



                             SOUTHTRUST BANK


                             By: /s/ Jon R. Hauseman
                                 -----------------------------------------------
                             Name:   Jon R. Hauseman
                             Title:  Group Vice President